Knightscope (KSCP) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on August 16, 2024, with voting on key corporate governance and capital structure proposals.

• Stockholders can vote online, by phone, by mail, or during the meeting, with detailed instructions provided.

• The Board recommends voting in favor of all proposals, including director elections, auditor ratification, and several amendments to the certificate of incorporation.

• Forward-looking statements address the intent to regain Nasdaq compliance and the potential impact of proposed actions.

Voting matters and shareholder proposals

• Election of four directors to serve until the 2025 annual meeting.

• Ratification of BPM LLP as independent auditor for 2024.

• Approval of reverse stock splits for both Class A and Class B Common Stock at a ratio between 1-for-5 and 1-for-50, at the Board's discretion.

• Authorization of 40,000,000 shares of blank check preferred stock and removal of provisions related to former preferred stock.

• Amendments to provide officer exculpation from certain fiduciary duty breaches and to establish exclusive legal forums for certain claims.

• Approval to adjourn the meeting if more time is needed to solicit votes for key proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2025 meeting are outlined.

Board of directors and corporate governance

• Board consists of four directors, three of whom are independent; diversity and expertise are emphasized in director selection.

• Board leadership combines CEO and Chairman roles; independent directors meet in executive session.

• Audit and Compensation Committees are fully independent and meet regularly.

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

• Code of conduct, anti-hedging, and anti-pledging policies are in place.