Daktronics Inc.
10/30/2025 | Press release | Distributed by Public on 10/30/2025 11:27
Material Agreement, Management Change/Compensation (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On October 24, 2025, Daktronics, Inc. (the "Company") entered into a First Amendment to Cooperation Agreement (the "Cooperation Agreement Amendment") with Alta Fox Capital Management, LLC, Alta Fox Opportunities Fund, LP, Alta Fox GenPar, LP, Alta Fox Equity, LLC, and P. Connor Haley (collectively with their affiliates and associates, "Alta Fox").
The Cooperation Agreement Amendment modifies Section 2(d) of the Cooperation Agreement between the Company and Alta Fox, effective as of March 3, 2025 (the "Original Cooperation Agreement"), solely to extend the deadline for holding an Investor Day (as defined in the Cooperation Agreement Amendment) from December 31, 2025, to May 2, 2026, which aligns with the Company's fiscal year end. Except as expressly amended by the Cooperation Agreement Amendment, all other terms of the Original Cooperation Agreement remain unchanged and in full force and effect.
As of October 24, 2025, Alta Fox owned approximately 4,430,799 shares of the Company's common stock, par value $0.00001 per share.
The foregoing description of the material terms of the Cooperation Agreement Amendment in this Current Report on Form 8-K (this "Report") does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.
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.
On October 30, 2025, the Company and Reece A. Kurtenbach (the "Consultant") entered into a First Amendment to Consulting Agreement (the "Consulting Agreement Amendment"). Under the Consulting Agreement Amendment: (i) the term of the Consulting Agreement entered into between the Company and Consultant, effective as of March 5, 2025 (the "Original Consulting Agreement," and as amended by the Consulting Agreement Amendment, the "Consulting Agreement"), was extended for a period of up to three (3) months, commencing on November 1, 2025 and ending on January 31, 2026, unless earlier terminated in accordance with the terms and conditions of the Consulting Agreement (such period, the "Extended Term"); (ii) the Consultant will receive $30,000 per month for Services (as defined in the Consulting Agreement) rendered during the Extended Term; and (iii) if the Company terminates the Consulting Agreement for convenience prior to January 31, 2026, the Consultant will be entitled to a pro-rata portion of the monthly fee for Services provided during the month in which the Consulting Agreement is terminated. Mr. Kurtenbach currently serves as a director of the Company and was a "named executive officer" of the Company for whom disclosure was required in the Company's most recent definitive proxy statement filed with the Securities and Exchange Commission on August 14, 2025.
Except as expressly amended by the Consulting Agreement Amendment, all other terms and conditions of the Original Consulting Agreement remain in full force and effect.
The foregoing description of the material terms of the Consulting Agreement Amendment in this Report does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Report and is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
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