Nauticus Robotics (KITT) Proxy Filing summary

Executive summary

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

• Proposals relate to the issuance of common stock upon conversion of Series A Convertible Preferred Stock and convertible debentures, both requiring shareholder approval under Nasdaq Rule 5635.

• Board unanimously recommends voting FOR all proposals, emphasizing their importance for compliance with Nasdaq listing requirements and company capitalization.

• Proxy materials are accessible online, and shareholders can vote via internet, 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.

• Proposal 2: Approve issuance of common stock upon conversion of debt under November 2024 Debentures.

• 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.

• Shareholder proposals for the 2025 Annual Meeting must comply with advance notice and content requirements.

Board of directors and corporate governance

• Board is classified into three classes with staggered terms, making it more difficult for shareholders to change board composition quickly.

• Special meetings can only be called by the Board, Chairperson, or CEO; business at special meetings is limited to stated purposes.

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

• Supermajority (66%) required to amend certain governing documents.