Knightscope (KSCP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 8, 2025, to be held virtually, with voting on director elections, auditor ratification, and an amendment to the equity incentive plan.

• Only stockholders of record as of July 17, 2025, are eligible to vote, with detailed instructions provided for online, phone, and mail voting.

• The company is classified as an emerging growth company and provides scaled disclosures under the JOBS Act.

Voting matters and shareholder proposals

• Four directors are nominated for re-election to serve until the 2026 annual meeting.

• Proposal to ratify BPM LLP as the independent registered public accounting firm for 2025.

• Proposal to amend the 2022 Equity Incentive Plan to increase available shares by 2,000,000.

• Shareholders may submit proposals for the 2026 meeting by April 1, 2026, and director nominations must comply with SEC rules.

Board of directors and corporate governance

• The board consists of four members, with three deemed independent under Nasdaq rules.

• The CEO also serves as Chairman; a Lead Independent Director provides additional oversight.

• The board met six times in 2024, and all directors attended at least 75% of meetings.

• No standing nominating committee; the full board handles director nominations.

• Code of conduct and anti-hedging policies are in place for directors and employees.