KRATOS DEFENSE & SECURITY SOLUTIONS, INC. 8-K

What Happened Kratos Defense & Security Solutions, Inc. (KTOS) filed an 8‑K on May 15, 2026 reporting results from its Annual Meeting held May 12, 2026. As of the record date there were 187,333,628 shares outstanding and 163,944,621 shares were represented at the meeting. All director nominees were elected and shareholders approved several governance and capitalization proposals, including an increase in authorized common shares and an increase to the company’s 2023 Equity Incentive Plan. Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 27, 2026.

Key Details

• Meeting totals: 187,333,628 shares outstanding; 163,944,621 shares represented.
• Director elections (votes: For / Withheld / Broker Non‑Votes):
  • Scott Anderson: 133,987,961 / 9,972,861 / 19,983,799
  • Bradley Boyd: 143,476,284 / 484,538 / 19,983,799
  • Eric DeMarco: 142,865,781 / 1,095,041 / 19,983,799
  • Bobbi Doorenbos: 141,611,070 / 2,349,752 / 19,983,799
  • William Hoglund: 129,413,145 / 14,547,677 / 19,983,799
  • Scot Jarvis: 132,134,404 / 11,826,418 / 19,983,799
  • David King: 143,485,906 / 474,916 / 19,983,799
  • Deanna Lund: 132,986,601 / 10,974,221 / 19,983,799
  • Amy Zegart: 130,003,985 / 13,956,837 / 19,983,799
• Auditor ratification: Deloitte & Touche LLP ratified (For: 162,870,324; Against: 852,132; Abstain: 222,165).
• Authorized shares: Certificate of Incorporation amended to increase authorized common stock from 195,000,000 to 245,000,000 (For: 161,513,573; Against: 2,190,431; Abstain: 240,617).
• Officer exculpation: Amendment approved to provide officer exculpation (For: 127,312,589; Against: 16,326,148; Abstain: 322,085; Broker Non‑Votes: 19,983,799).
• Equity plan: 2023 Equity Incentive Plan amended and restated to add 6,900,000 shares (For: 141,381,593; Against: 2,279,440; Abstain: 299,789; Broker Non‑Votes: 19,983,799).
• Say-on-pay (advisory): Compensation of named executive officers approved (For: 139,479,306; Against: 4,089,389; Abstain: 392,127; Broker Non‑Votes: 19,983,799).

Why It Matters These shareholder approvals materially affect Kratos’ corporate governance and capital structure. The authorized‑shares increase (from 195M to 245M) legally permits the company to issue up to 50 million additional shares, expanding capacity for financings, acquisitions, or equity grants. The 6.9 million‑share boost to the 2023 Equity Incentive Plan enables additional employee and executive awards and may be dilutive over time. Officer exculpation changes alter the liability protections available to company officers under the Certificate of Incorporation. Ratification of the auditor and re‑election of directors maintain continuity in governance and financial oversight. Investors should note these factual outcomes when evaluating potential dilution, governance protections, and management continuity.