FY13_8K Submission of Matters



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

   
FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 22, 2012


    
Daktronics, Inc.
(Exact name of registrant as specified in its charter)


South Dakota
0-23246
46-0306862
(State or other jurisdiction
(Commission
(I.R.S. Employer
Incorporation or organization)
File Number)
Identification Number)
 
 
 





201 Daktronics Drive
Brookings, SD 57006
(Address of principal executive office) (zip code)

(605) 692-0200
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))










Section 5 - Corporate Governance and Management
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On August 23, 2012, the Compensation Committee of the Board of Directors of Daktronics, Inc. (the “Company”) recommended and the Board of Directors authorized grants of incentive stock options to purchase shares of the Company's common stock and grants of restricted stock units under the Company's 2007 Stock Incentive Plan (the “Plan”) to four of the Named Executive Officers as indicated below.

Each of these new incentive stock options vests annually as to 20% of the shares subject to the option over five years beginning on the first anniversary of the date of grant, has a ten-year term, is subject to the terms and conditions of the Plan, and has an exercise price equal to the fair market value of the Company's common stock on the grant date, which was $9.51. Each of the new restricted stock units also vests annually as to 20% of the shares subject to the restricted stock unit over five years beginning on the first anniversary of the date of grant and is subject to the terms and conditions of the Plan. Copies of the Plan and the forms of agreements under which these options and restricted stock units were granted are on file with the Securities and Exchange Commission as exhibits to the Company's reports.

The following table described the grants of the options and restricted stock units to four of the Company's Named Executive Officers effective on August 23, 2012:
 
 
 
 
Incentive Stock Options
 
Restricted Stock Units
Name
 
Title
 
Shares Underlying Options
 
Shares Underlying Units
James B. Morgan
 
Chief Executive Officer
 
11,350

 
2,270

William R. Retterath
 
Chief Financial Officer
 
10,800

 
2,160

Bradley T. Wiemann
 
Executive Vice President
 
10,800

 
2,160

Reece A. Kurtenbach
 
Executive Vice President
 
10,800

 
2,160



Section 5 - Corporate Governance and Management
ITEM 5.07 Submission of Matters to a Vote of Security Holders
 
(a) On August 22, 2012, Daktronics, Inc. (the “registrant”) held its Annual Meeting of Shareholders for fiscal 2012 (“2012 Annual Meeting”). Of the 42,016,906 shares of the Company's common stock outstanding and entitled to vote at the 2012 Annual Meeting, 38,743,704 shares, or 92.20%, which constituted a quorum, were represented at the 2012 Annual Meeting.

(b) The results of the votes on the proposals at the 2012 Annual Meeting were as follows.

Proposal 1. Election of Directors. The following individuals were elected as directors by the following vote, each to serve a three-year term that expires on the date of the Annual Meeting of Shareholders in 2015 or until his or her successor is duly elected:

 
 
Number of Shares Voted
 
 
Director Nominee
 
For
 
Withheld
 
Broker Non-Votes
Byron J. Anderson
 
26,345,037

 
1,044,400

 
11,354,267

Frank J. Kurtenbach
 
24,657,818

 
2,731,619

 
11,354,267

James A. Velenga
 
25,513,208

 
1,876,229

 
11,354,267



Proposal 2. Advisory (non-binding) vote on the compensation paid to our named executive officers. The shareholders approved the compensation of the registrant's named executive officers as described in its proxy statement for the 2012 Annual





Meeting by the following advisory vote:

 
 
Number of Shares Voted
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
25,972,840

 
1,036,017

 
380,580

 
11,354,267



Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the registrant's independent registered public accounting firm for fiscal 2013 was ratified by the following vote:


 
 
Number of Shares Voted
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
37,598,202

 
973,129

 
172,373

 
-


Proposal 4. Such Other Business as may Properly Come Before the Meeting or any Adjournment or Postponement Thereof. The approval to transact such other business as may properly come before the meeting or any adjournment or postponement thereof was approved by the following vote:


 
 
Number of Shares Voted
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
22,824,073

 
14,922,702

 
996,929

 
-


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 
DAKTRONICS, INC.
 
 
 
By: /s/ William R. Retterath
 
       William R. Retterath, Chief Financial Officer
 
 
Date: August 23, 2012