Digital Ally (KUST) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 3, 2025, with voting on key proposals including director elections, auditor ratification, major securities transactions, equity plan amendments, and executive compensation matters.

• Board recommends voting in favor of all proposals, including the issuance of significant new shares and amendments to the stock option plan.

• Forward-looking statements address business growth, product development, and profitability expectations.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying the auditor, approving securities purchase and ELOC agreements (each involving issuance of 20%+ of outstanding shares), amending the 2022 Stock Option and Restricted Stock Plan, and advisory votes on executive compensation and its frequency.

• Board recommends a three-year frequency for the say-on-pay advisory vote.

• Stockholders may submit proposals for the 2026 meeting if compliant with SEC rules and bylaws.

Board of directors and corporate governance

• Four director nominees: Stanton E. Ross, Leroy C. Richie, D. Duke Daughtery, and Charles M. Anderson, all with diverse backgrounds in business, law, accounting, and entertainment.

• Board has Audit, Compensation, and Nominating & Governance Committees, all with written charters and independent members.

• Board leadership combines CEO/Chairman roles, with a lead independent director to ensure effective oversight.

• Directors are expected to attend all meetings; all attended at least 75% of meetings in 2024.