dakt-20260728

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934


Filed by the Registrant			☒
Filed by a Party other than the Registrant			☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under § 240.14a-12

Daktronics, Inc.

(Name of Registrant as Specified in its Charter)

_____________N/A_____________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

DAKTRONICS, INC.

201 Daktronics Drive

Brookings, South Dakota 57006

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD

September 16, 2026


Time	4:30 p.m. Central Daylight Time on Wednesday, September 16, 2026

Place	Daktronics, Inc. (the “Company,” “we,” or “us”)
	201 Daktronics Drive
	Brookings, South Dakota 57006

Items of Business	1.	To elect two directors of the Company to serve for a three-year term that expires on the date of the Annual Meeting of Stockholders in 2029 or until their successors are duly elected and qualified.
	2.	To approve, on an advisory (non-binding) basis, the Company's compensation of its named executive officers.
	3.	To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company for the 2027 fiscal year.

Recommendations	THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF PROPOSAL 1, PROPOSAL 2, AND PROPOSAL 3.

Record Date	You are entitled to notice of and to vote at the Company's 2026 Annual Meeting of Stockholders to be held on September 16, 2026 (the "Annual Meeting") if you were a stockholder of record at the close of business on July 20, 2026.

Annual Meeting	All stockholders are invited to attend the Annual Meeting in person with proof of ownership, such as your last broker or EQ Stockholder Services statement, and government-issued identification.

Voting by Proxy	THE ENCLOSED PROXY IS SOLICITED BY OUR BOARD. Shares of our common stock may be voted at the Annual Meeting only if the holder is present at the Annual Meeting or by valid proxy. YOUR VOTE IS IMPORTANT. Even if you plan to attend the Annual Meeting, please submit a proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Submitting a proxy now will not interfere with your right to attend the Annual Meeting or vote your shares at the Annual Meeting, if you wish to do so. The prompt submission of your proxy may save us additional expenses of solicitation. Stockholders may vote their shares:
	1.	over the internet;
	2.	by written ballot at the Annual Meeting;
	3.	by telephone; or
	4.	by mail.

	For specific instructions, refer to the "Proxy Procedure" section of the proxy statement related to the Annual Meeting (the "Proxy Statement") or to the voting instructions on the proxy card for the Annual Meeting (the "Proxy Card"), both of which accompany this Notice of Annual Meeting of the Stockholders (this "Notice").

THE PROXY STATEMENT AND THE PROXY CARD ARE FIRST BEING DISTRIBUTED TO STOCKHOLDERS ON OR ABOUT JULY 28, 2026.


			By Order of the Board of Directors,

			Shawna Hanson
			Corporate Secretary
Brookings, South Dakota
July 28, 2026

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE DAKTRONICS, INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 16, 2026.

This Notice, the Proxy Statement, the Proxy Card, and our Fiscal 2026 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended May 2, 2026, are available at our cookies-free website at www.investor.daktronics.com.

Daktronics, Inc.

Table of Contents


						Pages
GENERAL MATTERS						1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						5

PROPOSAL ONE - ELECTION OF DIRECTORS						8

PROPOSAL TWO - ADVISORY (NON-BINDING) APPROVAL OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS						14

PROPOSAL THREE - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						15



CORPORATE GOVERNANCE						17

DELINQUENT SECTION 16(A) REPORTS						26

COMPENSATION DISCUSSION AND ANALYSIS						27

COMPENSATION COMMITTEE REPORT						36

EXECUTIVE COMPENSATION						37

AUDIT COMMITTEE REPORT						56

HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS						56

AVAILABLE INFORMATION						57



APPENDIX A - FORM OF PROXY						58

DAKTRONICS, INC.

PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

GENERAL MATTERS

General

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or “Board of Directors”) of Daktronics, Inc. (the "Company," "Daktronics," "we," "us," or "our") for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, September 16, 2026, at 4:30 p.m., Central Daylight Time, at Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota, 57006. The Annual Meeting will be held for the purposes set forth in the notice of such Annual Meeting on the cover page hereof (the “Notice of Meeting”).

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

This year, we are taking advantage of the U.S. Securities and Exchange Commission (“SEC”) rules that allow us to furnish our proxy materials over the internet instead of mailing printed copies to each stockholder. These SEC rules give us the opportunity to serve our stockholders more efficiently by making the proxy materials available online and reducing the environmental impact and costs associated with printing and physical delivery. As a result, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials for the Annual Meeting (the “Internet Notice”), rather than a full paper set of the proxy materials. Unless you previously requested to receive printed copies of our proxy materials, you will receive the Internet Notice by mail or e-mail. All other stockholders, including stockholders who have previously requested to receive a paper copy of the materials, will receive a full paper set of the proxy materials by mail. The Notice of Meeting, the Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended May 2, 2026 (the “Form 10-K”), the proxy card accompanying this Proxy Statement (the “Proxy Card”), and other Annual Meeting materials are available for viewing, free of charge, on the internet at https://web.viewproxy.com/DAK/2026AM, no later than the day we begin mailing the Internet Notice. The materials will also be available for viewing on our website, www.investor.daktronics.com.

Stockholders who have affirmatively requested electronic delivery of our proxy materials will receive instructions via email regarding how to access these materials electronically. The Internet Notice will tell you how to access and review our proxy materials and how to vote your shares after you have reviewed our proxy materials. Pursuant to SEC rules, holders of our Common Stock, par value $0.00001 per share (“Common Stock”), may then access these materials and vote their shares over the internet or request delivery of a full set of proxy materials by mail, email, or telephone.

We intend to begin mailing the Internet Notice to stockholders on or about July 28, 2026. At that time, we will post our proxy materials for the Annual Meeting online and begin mailing paper copies of our proxy materials to stockholders who previously requested them.

The Internet Notice contains important information, including:

•The date, time, and location of the Annual Meeting.

•A brief description of the matters to be voted on at the Annual Meeting.

•A list of the proxy materials available for viewing at https://web.viewproxy.com/DAK/2026AM and the virtual control number you will need to use to access the site.

•Instructions on how to access and review the proxy materials online, how to vote your shares over the internet or via telephone, and how to get a paper or email copy of the proxy materials if that is your preference.

You may vote in person at the Annual Meeting or you may vote by proxy. To obtain directions to attend the Annual Meeting and vote in person, please call (605) 692-0200. We recommend that you vote by proxy even if you plan to attend the Annual Meeting. If your share ownership is registered directly, you may refer to voting instructions contained in this proxy statement and in the Internet Notice. If your share ownership is beneficial (that is, your shares are held in the name of a bank, broker, or other nominee, referred to as being held in “street name”), your bank, broker, or other intermediary will issue you a voting instruction form that you use to instruct them how to vote your shares. Your bank, broker, or other intermediary must follow your voting instructions. Although most brokers and nominees offer mail, telephone, and internet voting, availability and specific procedures will depend on their voting arrangements.

Your vote is important. For this reason, the Board of Directors is requesting that you permit your shares of Common Stock to be voted by proxy at the Annual Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

Stockholders Entitled to Vote; Record Date

Only stockholders of record at the close of business on July 20, 2026 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. A beneficial owner of shares may not vote at the Annual Meeting unless they obtain from their broker or institution a legal proxy that gives them the right to vote the shares. As of the Record Date, there were 48,305,826 shares of our

Common Stock outstanding and entitled to vote held by 724 stockholders of record. Each share of Common Stock is entitled to cast one vote on all matters subject to a vote at the Annual Meeting, and holders of Common Stock do not have cumulative voting rights. On the Record Date, the closing market price of our Common Stock, as reported on the Nasdaq Global Select Market was $19.46 per share. All stockholders are invited to attend the Annual Meeting in person with proof of ownership, such as the most recent broker or EQ Stockholder Services statement, and government-issued identification.

Counting Votes

The inspector of election appointed for the Annual Meeting will count the votes cast by proxy or in person at the Annual Meeting.

Brokers, banks, trustees, or other nominees who hold shares in street name for customers are generally required to vote the shares in the manner directed by their customers. Under applicable regulations, brokers, banks, and other intermediaries have the discretion to vote on “routine matters,” but do not have discretion to vote on “non-routine matters.” If their customers do not give any direction, brokers, banks, and other intermediaries may vote the shares on routine matters, but not on non-routine matters. Shares for which brokers, banks, trustees, or other nominees have not received instructions, and which therefore are not voted, with respect to a particular proposal are referred to as "broker non-votes" with respect to that proposal.

Proposal 1 (Election of Directors) (“Proposal 1”) and Proposal 2 (Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation) (“Proposal 2”) in this Proxy Statement are non-routine matters. Accordingly, brokers or other intermediaries who hold shares in street name for customers will not be able to vote the shares without instructions from their customers with respect to these proposals at the Annual Meeting. Proposal 3 in this Proxy Statement (Ratification of the Appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2027 fiscal year) (“Proposal 3”) is a routine matter.

Quorum

The holders of a majority of the shares of Common Stock entitled to vote at the Annual Meeting present in person or represented by proxy will constitute a quorum for the transaction of business. If a quorum is not present, the Annual Meeting may be adjourned from time to time until a quorum is present. Abstentions and broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

Vote Requirements

Election of Directors (Proposal 1)

At the Annual Meeting, two nominees for the Board (each a “Director-nominee”) will be voted upon in an uncontested election, meaning the number of nominees does not exceed the number of open seats, pursuant to Proposal 1. Pursuant to the Bylaws of Daktronics, Inc. dated as of April 17, 2025 (the “Bylaws”), each Director-nominee in an uncontested election must receive a majority of the votes cast with respect to such Director-nominee’s election by holders of shares entitled to vote at the Annual Meeting in order to be duly elected. This means that the number of votes cast “FOR” a Director-nominee must exceed the number of votes cast “AGAINST” him or her. Only votes "for" or "against" will affect the outcome. Abstentions and broker non-votes will have no effect on the outcome of Proposal 1.

Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation (Proposal 2)

Approval of Proposal 2 requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of Proposal 2. While this vote is required by law, it is not binding on the Company or the Board. However, the Compensation Committee of the Board (the “Compensation Committee”) will take into account the outcome of the vote when considering future named executive officer compensation decisions.

Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the 2027 Fiscal Year (Proposal 3)

The ratification of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the Company’s fiscal year ended May 1, 2027 (“Fiscal 2027”) under Proposal 3 requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Abstentions will have no effect on the outcome of this proposal. Broker non-votes are not expected for this proposal because brokers may vote uninstructed shares at their discretion since Proposal 3 is considered “routine.” Stockholder ratification is not required for the appointment of our independent registered public accounting firm. However, we are submitting the proposal to solicit the opinion of our stockholders.

How Votes are Submitted

You may vote your shares prior to the Annual Meeting by following the instructions provided in the Notice of Meeting, the Internet Notice, this Proxy Statement, the Proxy Card, and the voter website.

If you are a stockholder, you can vote on matters to come before the Annual Meeting:


			•			by internet, at www.aalvote.com/DAK; or


			•			by telephone, by calling 1-866-804-9616; or


			•			if you have received a paper copy of the Proxy Card, by completing, dating, and signing the Proxy Card and returning it to us in the postage-paid envelope provided for that purpose.

If your shares are held in street name, your broker, bank, or other holder of record may provide you with the Internet Notice. If you receive these materials in paper form, the materials will include a voting instruction card so you can instruct your broker, bank, or other holder of record how to vote your shares.

Participants in the Daktronics, Inc. 401(k) Plan (the “401(k) Plan”) who hold Common Stock under the 401(k) Plan are entitled to instruct the trustee of the 401(k) Plan as to how to vote their shares. Each participant will receive the Internet Notice and can vote on matters as described above. The votes will be tabulated and submitted for vote by the trustee for the 401(k) Plan. If a participant does not timely vote, the trustee will vote the shares allocated to that participant in the same proportion as the shares that are voted by all other participants under the 401(k) Plan.

Proxies

All shares entitled to vote and represented by properly submitted proxies received before the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies if they are not revoked before the vote as described below. If no instructions are indicated on a properly submitted Proxy Card, the shares represented by that proxy will be voted as recommended by the Board. If any other matters are properly presented for consideration at the Annual Meeting, the proxy holders named on the Proxy Card will have discretion to vote on those matters in accordance with their best judgment to the extent permitted under Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Revocability of Proxies

Any proxy given in connection with the Annual Meeting may be revoked by the person giving it at any time before it is voted. A proxy may be revoked by:


			•			delivering a written notice of revocation to the Corporate Secretary of the Company;


			•			submitting another proxy card bearing a later date (if written materials were received);


			•			voting by telephone or via the internet after a prior telephone or internet vote; or


			•			attending the Annual Meeting and voting in person (although attendance at the Annual Meeting alone will not itself constitute a revocation of a proxy).

Costs of Solicitation

All costs