Kratos Defense & Security Solutions (KTOS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 12, 2026, with voting on six key proposals, including director elections, auditor ratification, amendments to the certificate of incorporation, equity plan changes, and executive compensation approval.

• The board unanimously recommends voting in favor of all director nominees and each proposal.

• The company highlights strong financial performance in 2025, with record revenues, Adjusted EBITDA, backlog, and bookings, and forecasts continued growth for 2026 and 2027.

• Significant investments have been made in strategic growth areas, including unmanned systems, hypersonics, and propulsion technologies, with major contract wins and partnerships announced.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying Deloitte & Touche LLP as auditor, increasing authorized common stock, providing for officer exculpation, amending the equity incentive plan, and an advisory vote on executive compensation.

• Amendments to the certificate of incorporation seek to increase authorized shares from 195M to 245M and extend exculpation to officers per Delaware law.

• The equity plan amendment increases shares available for grants by 6.9M, supporting continued use of equity incentives.

• Shareholders may submit proposals for the 2027 meeting by specified deadlines and in accordance with bylaws.

Board of directors and corporate governance

• The board consists of nine directors, seven of whom are independent, with diverse backgrounds in defense, technology, and finance.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Annual board and committee self-assessments are conducted to evaluate effectiveness.

• The company maintains Corporate Governance Guidelines, a Code of Ethics, and policies on director independence and diversity.

• Stockholder communications with directors are facilitated through established policies.