DUOT Duos Technologies Group, Inc. - 8-K

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)