Nauticus Robotics, Inc.

01/29/2026 | Press release | Distributed by Public on 01/29/2026 07:26

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders
On January 28, 2026, Nauticus Robotics, Inc. (the "Company") held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders (1) approved, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company's common stock pursuant to the Equity Purchase Facility Agreement dated dated October 24, 2025 between the Company and the Investor party thereto (the "Purchase Agreement") ; (2) approved pursuant to Nasdaq Rule 5635, the issuance of shares of the Company's common stock upon the conversion of shares of the Series C Convertible Preferred Stock, issued pursuant to the Amendment and Exchange Agreement dated dated December 3, 2025 between the Company and certain institutional investors (the "Exchange Agreement") and the corresponding Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock; (3) approved a proposal authorizing the Board of Directors of the Company to enact one or more reverse splits of its shares at a cumulative ratio between one to 5 and one to 250 in the Board's discretion; and (4) a proposal to adjourn the Special 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 Special 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 11,234,591 shares of common stock of the Company attended the Meeting by proxy or in person, representing 40.04% of the Company's outstanding common stock entitled to vote as of December 22, 2025, the record date of the Meeting. The results of the voting were as follows:
Proposal 1: To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company's common stock pursuant to the Equity Purchase Facility Agreement (the "Purchase Agreement") dated dated October 24, 2025 between the Company and the Investor party thereto ..
For Against Abstain Broker Non-Votes
3,152,914 673,125 34,342 7,374,210
Proposal 2: To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company's common stock upon the conversion of shares of the Series C Convertible Preferred Stock, issued pursuant to the Amendment and Exchange Agreement dated dated December 3, 2025, between the Company and certain institutional investors (the "Exchange Agreement") and the corresponding Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock.
For Against Abstain Broker Non-Votes
3,155,900 665,102 39,379 7,374,210
Proposal 3: To approve a proposal to authorize the Board of Directors of the Company to enact one or more reverse splits of its shares at a cumulative ratio between one to 5 and one to 250 in the Board's discretion
For Against Abstain
8,390,231 2,594,574 249,786
Proposal 4: To approve the proposed Authorized Share Amendment of the Company's Second Amended and Restated Certificate of Incorporation to increase the number of shares of authorized Common Stock from 625,000,000 to 1,500,000,000.
For Against Abstain
8,402,424 2,531,113 301,054
Proposal 5: To approve a proposal to adjourn the Special 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 Special Meeting
For Against Abstain
8,356,406 2,525,489 352,696
Nauticus Robotics, Inc. published this content on January 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 29, 2026 at 13:26 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]