DUOS TECHNOLOGIES GROUP, INC.

8-K · duot_8k.htm

0001396536

 2026-05-28
 2026-05-28

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 ——————

  

 FORM 8-K

  

 ——————

  

 CURRENT REPORT

  

 Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

  

 Date of Report (Date of earliest event reported):
 May 28, 2026

  

 ——————

  

 Duos Technologies Group, Inc.

 (Exact name of registrant as specified in its
charter)

  

 ——————

  

 Florida
 001-39227
 65-0493217

 (State or Other Jurisdiction
 (Commission
 (I.R.S. Employer

 of Incorporation)
 File Number)
 Identification No.)

  

 7660 Centurion Parkway , Suite 100 , Jacksonville ,
 Florida 32256

 (Address of Principal Executive Offices) (Zip
Code)

  

 (904) 296-2807

 (Registrant’s telephone number, including
area code)

  

 Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Act:

  

 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which registered

 Common Stock (par value $0.001 per share)
  
 DUOT
  
 The Nasdaq Stock Market LLC

  

 Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth company ☐

  

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

  

  

  

  

  

  

 Item 5.07 Submission of Matters to a Vote of Security Holders

 On May 28, 2026, Duos
Technologies Group, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual
Meeting”). The record date (the “Record Date”) for the Annual Meeting was April 2, 2026. As of the Record Date,
the Company had issued and outstanding 29,295,609 shares of common stock, par value $0.001 per share (the “Common
Stock”), 999 shares of Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred
Stock”), and 12,500 shares of Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred
Stock”).

 Represented at the
Annual Meeting, in person or by proxy, were the holders of 20,550,721 shares of Common Stock, 999 shares of Series D
Preferred Stock and 12,500 shares of Series E Preferred Stock, thereby constituting a quorum. Each share
of Common Stock had one vote. Each share of Series D Preferred Stock had 333 votes, up to the applicable beneficial ownership
limitation, which is 19.99%. Each share of Series E Preferred Stock had 333 votes, subject to the
applicable beneficial ownership limitation, which is 19.99%.

 The matters that were voted
on at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions as to such matters,
where applicable, are set forth below. Of the shares of Common Stock present at the Annual Meeting, 7,380,088 shares were broker non-votes,
and were not included in any of the figures below, except for the vote in favor of the ratification of the appointment of Salberg &
Company, P.A. as our independent certified public accounting firm for the fiscal year ending December 31, 2026.

 Proposal No. 1 .
To elect five directors to hold office for a one-year term and until each of their successors is elected and qualified.

    
 Votes
 For  
 Votes
 With held

 Charles P. Ferry  
   17,287,342    
   378,458  

 Frank
 A. Lonegro  
   12,275,595    
   5,390,205  

 Ned
 Mavrommatis  
   12,492,813    
   5,172,987  

 James
 Craig Nixon  
   12,863,671    
   4,802,129  

 Brian
 J. James  
   17,359,835    
   305,965

  

 The holders of the
Series D Preferred Stock and Series E Preferred Stock voted in favor of each nominee and the Votes For totals include the votes cast
by the holders of Common Stock and the votes cast by the holders of the Preferred Stock.

 Proposal No. 2 .
To ratify the appointment of Salberg & Company, P.A. as our independent certified public accounting firm for the fiscal year ending
December 31, 2026.

 Votes For
  
 Votes Against
  
 Abstentions

  
 23,023,580
  
  
  
 59,973
  
  
  
 320,502
  

  

 The
holders of the Series D Preferred Stock and Series E Preferred Stock voted in favor of this proposal and the Votes For total includes
the votes cast by the holders of Common Stock and the votes cast by the holders of the Preferred Stock.

 Proposal No.
4 : To elect Frank D. Recker, Chief Executive Officer of the Company, to serve as a member of the board of directors and to
hold office for a one-year term and until his successor is elected and qualified.

    
 Votes
 For  
 Votes
 With held

 Frank
 D. Recker  
   13,959,958    
   2,064,009  

  

 As a result of the above votes, all director
nominees were elected and Proposal No. 2 was approved.  

 Item 9.01 Financial Statements and Exhibits.

  

 (d) Exhibits

  

 Exhibit No.
  
 Description of Exhibit

 104
  
 Cover Page Interactive Data File
 (formatted as Inline XBRL and contained in Exhibit 101)

  

  

  

  

 SIGNATURES

  

 Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

  

  
 DUOS TECHNOLOGIES GROUP, INC.

  
  
  

  
  
  

 Dated: June 2, 2026
 By:  
 /s/  Leah Brown

  
  

 Leah Brown

 Chief Financial Officer