Nauticus Robotics (KITT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 27, 2026, with shareholders voting on six key proposals, including director elections, auditor ratification, reverse stock split authorization, increase in authorized shares, incentive plan amendment, and adjournment authority.

• Shareholders of record as of April 2026 are eligible to vote, with materials available online and by mail.

• Forward-looking statements highlight risks and uncertainties, referencing risk factors in the latest 10-K.

Voting matters and shareholder proposals

• Election of two Class I directors to serve until 2029.

• Ratification of WithumSmith + Brown as independent auditor for 2026.

• Authorization for the Board to enact one or more reverse stock splits at a ratio between 1:5 and 1:250.

• Approval to increase authorized common stock from 625,000,000 to 1,500,000,000 shares.

• Amendment to the 2022 Omnibus Incentive Plan to increase available shares to 6,000,000.

• Proposal to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

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

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

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

• Commitment to diversity, ethics, and best governance practices.