Nauticus Robotics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$KITT
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 25, 2025
(Exact name of registrant as specified in its charter)
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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 | ||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 25, 2025 | Nauticus Robotics, Inc. | ||||||||||
| By: | /s/ John Symington | ||||||||||
| Name: | John Symington | ||||||||||
| Title: | General Counsel | ||||||||||