Nauticus Robotics (KITT) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 18, 2024, to vote on key stock issuance and adjournment proposals.

• Proposals relate to conversions of Series A Convertible Preferred Stock and convertible debentures into common stock, and potential adjournment if more votes are needed.

• Board unanimously recommends voting FOR all proposals.

• Proxy materials are available online and by request; voting can be done online, by phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Series A Convertible Preferred Stock under the Exchange Agreement, as required by Nasdaq Rule 5635.

• Proposal 2: Approve issuance of common stock upon conversion of debt under November 2024 Debentures, also under Nasdaq Rule 5635.

• Proposal 3: Approve adjournment of the Special Meeting if more time is needed to solicit votes.

• All proposals require a majority of votes cast; abstentions and broker non-votes have no effect.

• Only stockholders of record as of November 4, 2024, may vote.

Board of directors and corporate governance

• Board is classified into three classes with staggered terms, making board changes more difficult.

• Directors may be removed only for cause and by a supermajority vote.

• Special meetings can only be called by the Board, Chairperson, or CEO.

• Advance notice required for director nominations and new business at annual meetings.

• No cumulative voting; vacancies filled by remaining directors.