Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders

On September 30, 2024, Duos Technologies Group, Inc. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting"). The record date (the "Record Date") for the Annual Meeting was August 5, 2024. As of the Record Date, the Company had issued and outstanding 7,689,969 shares of common stock, par value $0.001 per share (the "Common Stock"), 1,399 shares of Series D Convertible Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock"), and 13,625 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 6,020,282 shares of Common Stock, 1,399 shares of Series D Preferred Stock and 13,500 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 4.99% in some cases and 19.99% in others. Each share of Series E Preferred Stock had 333 votes, subject to the applicable beneficial ownership limitation, which is 19.99%. Because of the beneficial ownership limitations applicable to specific holders of the Series D Preferred Stock and Series E Preferred Stock, the total votes eligible to be cast at the Annual Meeting were 351,334 for the shares of Series D Preferred Stock and none for the shares of Series E Preferred Stock.

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, 1,840,170 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, 2024.

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 Withheld
Charles P. Ferry			4,333,816				105,730
Kenneth Ehrman			3,993,311				446,235
Frank A. Lonegro			4,347,578				91,968
Ned Mavrommatis			4,125,415				314,131
James Craig Nixon			4,125,591				313,955

The holders of the Series D 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 eligible votes cast by the holders of the Preferred Stock.

Proposal No. 2. To approve in a non-binding advisory vote, the compensation of the Company's Chief Executive Officer and Chief Financial Officer, our two most highly compensated executive officers.

Votes For		Votes Against		Abstentions
	4,372,211				42,663				116,572

The holders of the Series D 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 eligible votes cast by the holders of the Preferred Stock.

Proposal No. 3. To approve, for purposes of Nasdaq Listing Rule 5635(d) and as required by the terms of the Series E Preferred Stock, the issuance of shares of our Common Stock issuable upon conversion of the shares of Series E Preferred Stock.

Votes For		Votes Against		Abstentions
	4,378,437				99,079				53,930

The holders of the Series D 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 eligible votes cast by the holders of the Preferred Stock.

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