KITT Nauticus Robotics, Inc. - 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 27, 2026, Nauticus Robotics, Inc. (the "Company") held its annual meeting of shareholders (the "Meeting"). At the Meeting, the Company's shareholders (1) elected Dr. Jim Bellingham and Dr. Adam Sharkawy to the Board of Directors as Class I Directors, (2) ratified the appointment of WithumSmith + Brown as the Company's independent registered accounting firm for 2026, (3) authorized the Board of Directors to enact one or more reverse splits of shares of common stock at a cumulative ratio between one to five and one to 250 in the Board’s discretion, (4) approved an amendment to the Company’s 2022 Omnibus Incentive Plan to increase the number of available shares to 6,000,000, and (5) approved a proposal to adjourn the meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Meeting. While a majority of votes cast were in favor of a proposal to increase the authorized shares of the Company's common stock from 625,000,000 to 1,500,000,000, the proposal did not reach the required threshold of a majority of all issued and outstanding common stock, and was therefore not approved.

A total of 12,428,658 shares of common stock of the Company attended the Meeting by proxy or in person, representing 35.61% of the Company's 34,900,303 shares of outstanding common stock entitled to vote as of April 15, 2026, the record date of the Meeting. The results of the voting were as follows:

Proposal 1: Election of two Class I Directors, to serve until the 2029 Annual Meeting of Shareholders.

Nominee

For

Withheld

Broker Non-Votes

Jim Bellingham

2,584,928

423,141

9,420,589

Adam Sharkawy

2,564,737

443,332

9,420,589

Proposal 2: Ratification of the appointment of WithumSmith + Brown as the Company’s independent registered accounting firm for 2026.

For

Against

Abstain

10,819,830

1,529,990

78,838

Proposal 3: Approval of a proposal authorizing the Board of Directors of the Company to enact one or more reverse splits of its shares at a ratio between one to 5 and one to 250 in the Board’s discretion.

For

Against

Abstain

8,257,578

4,054,838

116,242

Proposal 4: Approval of a proposal to approve the increase in the number of shares of authorized Common Stock from 625,000,000 to 1,500,000,000.

For

Against

Abstain

8,259,900

3,940,828

227,930

Proposal 5: Approval of an amendment to the Company’s 2022 Omnibus Incentive Plan to increase the number of available shares to 6,000,000.

For

Against

Abstain

Broker Non-Votes

1,912,375

999,547

96,147

9,420,589

Proposal 6: Approval of a proposal to adjourn the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Meeting.

For

Against

Abstain

8,923,833

3,129,150

375,675