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 corporate flexibility.

• Proposals include approval of a $250 million equity purchase facility, conversion of Series C Preferred Stock, a reverse stock split, increase in authorized shares, and potential adjournment.

• Board unanimously recommends voting FOR all proposals, emphasizing their importance for future capital needs and Nasdaq compliance.

• Proxy materials are accessible online, and shareholders can vote electronically, by phone, or by mail.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock under a $250 million Equity Purchase Facility Agreement, potentially issuing up to 151.5 million shares at $1.65 per share.

• Proposal 2: Approve issuance of common stock upon conversion of Series C Preferred Stock, which could result in up to 24.1 million shares if converted at the floor price.

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

• 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 if more time is needed to solicit votes.

• Board recommends FOR all proposals; failure to approve may limit capital raising and risk Nasdaq delisting.

Board of directors and corporate governance

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

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

• Supermajority (66%) required to amend certain charter and bylaw provisions.

• No cumulative voting; vacancies filled by Board appointment.