Business Context and Reporting Period
This Form 8-K reports on the 2026 Annual Meeting of Stockholders held by Duos Technologies Group, Inc. on May 28, 2026. The record date for the meeting was April 2, 2026. The company is incorporated in Florida and its common stock trades on The Nasdaq Stock Market LLC under the symbol DUOT.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results.
Material Changes and Voting Results
As of the record date, the company had 29,295,609 shares of Common Stock, 999 shares of Series D Convertible Preferred Stock, and 12,500 shares of Series E Convertible Preferred Stock outstanding. A quorum was established with 20,550,721 shares of Common Stock represented.
Proposal No. 1: Election of Directors
Five directors were elected for one-year terms. All nominees received majority support:
- Charles P. Ferry: 17,287,342 votes for; 378,458 withheld.
- Frank A. Lonegro: 12,275,595 votes for; 5,390,205 withheld.
- Ned Mavrommatis: 12,492,813 votes for; 5,172,987 withheld.
- James Craig Nixon: 12,863,671 votes for; 4,802,129 withheld.
- Brian J. James: 17,359,835 votes for; 305,965 withheld.
Note: Preferred stock holders voted in favor of all nominees. Broker non-votes (7,380,088 shares) were excluded from these totals.
Proposal No. 2: Ratification of Auditors
The appointment of Salberg & Company, P.A. as independent certified public accounting firm for the fiscal year ending December 31, 2026, was approved.
- Votes For: 23,023,580
- Votes Against: 59,973
- Abstentions: 320,502
Note: Broker non-votes were included in the "Votes For" total for this proposal.
Proposal No. 4: Election of CEO to Board
Frank D. Recker, Chief Executive Officer, was elected to the board of directors for a one-year term.
- Votes For: 13,959,958
- Votes Withheld: 2,064,009
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the final composition of the Board of Directors following the election of Frank D. Recker and the five other nominees.
- Confirm the engagement of Salberg & Company, P.A. for the 2026 fiscal year audit.
- Review the voting patterns of Series D and Series E Preferred Stock holders, noting their significant voting power (333 votes per share) relative to common stock.
- Check subsequent filings for the company's 2026 financial results, as this 8-K contains no financial performance data.