DEF: Duos Technologies Group Sets Date for 2025 Annual Shareholder Meeting

Duos Technologies Group, Inc. announces its Annual Meeting of Shareholders to be held on May 29, 2025, to elect directors, ratify the appointment of its accounting firm, and authorize a potential adjournment.

Summary

• Duos Technologies Group, Inc. will hold its Annual Meeting of Shareholders on May 29, 2025, at 11:00 A.M. Eastern Time, at the company's headquarters in Jacksonville, Florida.
• Shareholders of record as of April 4, 2025, are entitled to vote.
• The meeting's agenda includes the election of four directors for a one-year term, ratification of Salberg & Company, P.A. as the independent accounting firm for the fiscal year ending December 31, 2025, and authorization for a potential adjournment to solicit additional proxies.
• As of the record date, there were 11,653,905 shares of Common Stock, 999 shares of Series D Preferred Stock, and 13,500 shares of Series E Preferred Stock outstanding and entitled to vote.
• Each share of Common Stock has one vote, while each share of Series D and Series E Preferred Stock has 333 votes, subject to beneficial ownership limitations.
• The Board of Directors recommends voting for the election of all director nominees and for the approval of the other proposals.
• The company's directors and executive officers beneficially own approximately 11.62% of the outstanding Common Stock and are expected to vote in favor of all proposals.
• Shareholders can vote via the Internet, telephone, or mail, or in person at the Annual Meeting.
• The company's Bylaws state that a majority of the outstanding shares of stock entitled to vote constitutes a quorum for the transaction of business at the Annual Meeting.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive sentiment due to the company's efforts to align executive compensation with performance and maintain good corporate governance practices.

Positives

• The company is taking steps to align executive compensation with performance through performance-based bonuses.
• The company has a formal equity incentive plan to attract and retain key employees, directors, and consultants.
• The company has an Employee Stock Purchase Plan (ESPP) allowing eligible employees to purchase shares of the company's common stock at a discounted price.
• The company has a related party transaction policy requiring approval by independent directors and the Corporate Governance and Nominating Committee.

Negatives

• The company's Audit Committee has identified the need for oversight of cybersecurity risk management and governance.
• The company has engaged in related party transactions, which require careful scrutiny to ensure fairness and transparency.
• The company's former CFO, Andrew W. Murphy, terminated his employment agreement effective April 29, 2024.

Risks

• The company's success depends on attracting and retaining key employees, and changes in executive compensation or employment agreements could impact this.
• Related party transactions could pose a risk if not properly managed and disclosed.
• The company's reliance on Landstar for shipping services could be a risk if the relationship is disrupted or if costs increase significantly.
• The company's involvement with Fortress Investment Group (FIG) and the Asset Management Agreement (AMA) with Sawgrass Buyer LLC could pose risks if the relationship is not managed effectively or if conflicts of interest arise.

Future Outlook

The company is seeking shareholder approval for key governance matters and has entered into new employment agreements with its executive officers, indicating a focus on stability and leadership continuity.

Management Comments

• Charles P. Ferry, Chief Executive Officer, invites shareholders to attend the Annual Meeting and emphasizes the importance of their vote.
• The Board of Directors believes Mr. Ferry brings significant commercial and operational experience to the Company and has shown demonstrable leadership skills.
• The Board of Directors believes that Mr. Nixons extensive military and management experience and familiarity with technology industries make him ideally suited to help lead the Company towards excellence in operations and strategic planning.
• The Board of Directors believes that Mr. Lonegros extensive experience in leadership roles across finance, law, technology, and operations, as well as his proven track record of driving shareholder value and transforming organizations, makes him ideally suited to help lead the Company towards sustained growth and innovation.

Industry Context

The company's focus on technology solutions and its engagement with Fortress Investment Group (FIG) align with broader industry trends in infrastructure and energy management.

Comparison to Industry Standards

• Executive compensation packages, including base salaries and performance-based bonuses, are generally in line with industry standards for similar-sized companies.
• The use of equity incentive plans is a common practice to align the interests of executives and shareholders.
• The company's corporate governance practices, including the establishment of independent board committees, are consistent with best practices for publicly traded companies.
• The company's engagement with Fortress Investment Group (FIG) is similar to other companies partnering with private equity firms to drive growth and innovation.

Management Changes

Corporate Governance

Related Party Transactions

• The company has utilized Landstar for shipping services, where Frank Lonegro serves as CEO.
• The company sold assets related to its iCAS business to a third-party buyer of which the Companys then former and now current Chief Financial Officer is a director.
• The company engaged with Fortress Investment Group (FIG) to assist in FIGs purchase of approximately 850 Mega Watts of electrical generation capacity.
• In 2024, the Company borrowed $2,200,000 from two lenders that are related parties because together they hold more than 10% of the Companys voting common stock.

Stakeholder Impact

• Shareholders will have the opportunity to vote on key governance matters and executive compensation arrangements.
• Employees may benefit from the Employee Stock Purchase Plan (ESPP) and equity incentive plans.
• The company's engagement with Fortress Investment Group (FIG) could impact the company's operations and financial performance.

Next Steps

• Shareholders are encouraged to review the Proxy Statement and vote on the proposals.
• The company will hold the Annual Meeting on May 29, 2025.
• The company will file a Current Report on Form 8-K with the SEC to report the voting results of the Annual Meeting.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, Executive Compensation, Shareholders, Corporate Governance, Equity Incentive Plan, Audit Committee, Related Party Transactions, Duos Technologies