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 major securities transaction, and authorization for a reverse stock split.

• Board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation.

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

Voting matters and shareholder proposals

• Four proposals: elect four directors, ratify RBSM LLP as auditor, approve issuance of 20%+ of outstanding shares via warrants, and authorize a reverse stock split (1:5 to 1:20 ratio) at Board discretion by December 16, 2025.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2025 meeting by July 28, 2025.

Board of directors and corporate governance

• Board consists of four nominees, with three current directors and one new nominee.

• Committees: Audit, Compensation, and Nominating & Governance, each with written charters.

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

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

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