Daktronics enters standstill & voting agreement with Alta Fox Capital through March 2024

DAKTRONICS INC /SD/

Alta Fox and Connor Haley agree to vote shares as Board recommends on director elections and most proposals, unless ISS/Glass Lewis advise otherwise.
Standstill prohibits proxy solicitation, acquiring >9.9% of common stock (>19.9% including converts), nominations, or public proposals.
Agreement terminates on first anniversary, extended to after 2024 annual meeting if definitive financing documents are signed.
Mutual non-disparagement clause restricts negative public statements by either party during the standstill period.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DAKTRONICS INC /SD/ entered into Standstill and Voting Agreement with Alta Fox Capital Management, LLC and Connor Haley (effective 2023-03-19).

Action: entry
Counterparty: Alta Fox Capital Management, LLC and Connor Haley
Effective: 2023-03-19

Exact text from the filing

On March 19, 2023, Daktronics, Inc. (the “Company”) entered into a Standstill and Voting Agreement (the “Agreement”) with Alta Fox Capital Management, LLC (the “Investor”) and Connor Haley (each, with its or his respective affiliates and associates, an “Investor Party,” and collectively, the “Investor Parties”) in connection with ongoing negotiations between the Company and the Investor Parties regarding a potential financing transaction.

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Source: SEC EDGAR

accession 0000915779-23-000022

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