Knightscope (KSCP) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 2, 2026, and will be held virtually, with voting available online, by phone, or by mail.

• Stockholders will vote on director elections, auditor ratification, and an amendment to the equity incentive plan.

• Only stockholders of record as of July 15, 2026, are eligible to vote, with Class A shares having one vote and Class B shares ten votes each.

Voting matters and shareholder proposals

• Four directors are nominated for re-election to serve until the 2027 annual meeting.

• Proposal to ratify BPM LLP as the independent registered public accounting firm for 2026.

• Proposal to approve a second amendment to the 2022 Equity Incentive Plan, increasing available shares by 10,000,000.

• Board recommends voting FOR all proposals.

• Stockholders may submit proposals for the 2027 meeting by March 26, 2027.

Board of directors and corporate governance

• Board consists of four members, three of whom are independent under Nasdaq rules.

• Board leadership combines CEO and Chairman roles, with a Lead Independent Director to ensure oversight.

• Board committees include Audit and Compensation, both composed entirely of independent directors.

• No standing nominating committee; the full Board considers director nominees.

• Directors are encouraged to attend annual meetings; all attended in 2025.