Nauticus Robotics, Inc.

06/25/2025 | Press release | Distributed by Public on 06/25/2025 15:12

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders
On June 25, 2025, Nauticus Robotics, Inc. (the "Company") held its annual meeting of shareholders (the "Meeting"). At the Meeting, the Company's shareholders (1) elected William H. Flores to the Board of Directors as Class III Director, (2) ratified the appointment of Whitley Penn LLP as the Company's independent registered accounting firm for 2025, (3) approved an amendment to the Company's 2022 Omnibus Incentive Plan to increase the number of available shares to 2,750,000, (4) authorized the Board of Directors to enact a reverse split of shares of common stock at a ratio between one to two and one to nine in the Board's discretion, 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.
A total of 17,628,511 shares of common stock of the Company attended the Meeting by proxy or in person, representing 50.14% of the Company's outstanding common stock entitled to vote as of April 25, 2025, the record date of the Meeting. The results of the voting were as follows:
Proposal 1: Election of one Class III Director, to serve until the 2028 Annual Meeting of Shareholders.
Nominee For Withheld Broker Non-Votes
William H. Flores 6,629,585 744,916 10,254,010
Proposal 2: Ratification of the appointment of Whitley Penn LLP as the Company's independent registered accounting firm for 2025.
For Against Abstain
16,394,848 686,472 547,191
Proposal 3: Approval of an amendment to the Company's 2022 Omnibus Incentive Plan to increase the number of available shares to 2,750,000.
For Against Abstain Broker Non-Votes
5,483,064 1,558,064 333,373 10,254,010
Proposal 4: Approval of a proposal authorizing the Board of Directors of the Company to enact a reverse split of its shares at a ratio between one to two and one to nine in the Board's discretion.
For Against Abstain
13,146,315 4,173,389 308,807
Proposal 5: 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
14,094,935 3,059,537 474,039
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