Nauticus Robotics (KITT) Proxy Filing summary

Executive summary

• Special Meeting scheduled for October 23, 2025, to vote on two key proposals regarding capital structure and meeting adjournment.

• Proposal 1 seeks approval for the issuance of common stock upon conversion of Series B Convertible Preferred Stock, as required by Nasdaq Rule 5635.

• Proposal 2 requests authorization to adjourn the meeting if more time is needed to solicit votes.

• Board unanimously recommends voting FOR both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Series B Preferred Stock, potentially up to 4,841,443 shares if the Floor Price applies.

• Proposal 2: Approve adjournment of the Special Meeting to solicit additional proxies if necessary.

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

• Shareholder proposals for the 2026 annual meeting must be received by December 30, 2025.

Board of directors and corporate governance

• Board is classified into three classes with staggered terms ending in 2026, 2027, and 2028.

• Directors may be removed only for cause by a supermajority vote; vacancies filled by remaining directors.

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

• Charter and Bylaws include anti-takeover provisions such as no cumulative voting and supermajority requirements for amendments.