Nauticus Robotics (KITT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2025, with shareholders of record as of April 25, 2025, eligible to vote on five key proposals.

• Proposals include director election, auditor ratification, incentive plan amendment, reverse stock split authorization, and adjournment authority.

• Proxy materials and annual report are available online, and voting can be done via internet, phone, or mail.

• Forward-looking statements caution about risks and uncertainties affecting future performance.

Voting matters and shareholder proposals

• Election of one Class III director to serve until 2028.

• Ratification of Whitley Penn LLP as independent auditor for 2025.

• Amendment to the 2022 Omnibus Incentive Plan to increase available shares to 2,750,000.

• Authorization for a reverse stock split at a ratio between one to two and one to nine.

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

Board of directors and corporate governance

• Board consists of five members, four of whom are independent; classified board structure with staggered terms.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent members.

• Board diversity matrix provided; commitment to recruiting diverse candidates.

• Directors are encouraged, but not required, to attend the annual meeting.