Nauticus Robotics (KITT) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 28, 2026, to vote on five key proposals impacting capital structure and governance.

• Proposals include approval of large equity issuances, a reverse stock split, increase in authorized shares, and adjournment flexibility.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to $250 million in common stock under an Equity Purchase Facility Agreement, potentially diluting existing shareholders.

• Proposal 2: Approve issuance of common stock upon conversion of Series C Convertible Preferred Stock, which could result in significant dilution and anti-takeover effects.

• Proposal 3: Authorize Board to enact a reverse stock split at a ratio between 1:5 and 1:250 to maintain Nasdaq listing and improve share price.

• Proposal 4: Increase authorized common stock from 625 million to 1.5 billion shares to support future corporate needs.

• Proposal 5: Allow adjournment of the meeting to solicit additional votes if necessary.

Board of directors and corporate governance

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

• Special meetings can only be called by the Board, Chairperson, or CEO; advance notice required for director nominations.

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