Digital Ally (KUST) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 16, 2024, to vote on four key proposals, including director elections, auditor ratification, approval of a significant securities transaction, and authorization for a reverse stock split.

• Only stockholders of record as of November 14, 2024, are entitled to vote; voting can be done in person, by mail, phone, or online.

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

Voting matters and shareholder proposals

• Four proposals: election of four directors, ratification of RBSM LLP as auditor, approval of securities purchase agreement (including issuance of 20%+ of outstanding shares upon warrant exercise), and authorization for a reverse stock split (1:5 to 1:20 ratio) at the Board's discretion before December 16, 2025.

• Board recommends voting FOR all proposals.

• Stockholder proposals for the 2025 meeting must be submitted by July 28, 2025.

Board of directors and corporate governance

• Four director nominees: Stanton E. Ross, Leroy C. Richie, D. Duke Daughtery, and Charles M. Anderson; three are current directors.

• Board diversity: all male, one African American/Black, three White.

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

• Lead director structure in place; independent directors meet regularly in executive session.

• Code of Ethics and Conduct applies to all employees, officers, and directors.