Knightscope, Inc. Approves 10M-Share Increase to Equity Plan; Directors Re-elected

What Happened
Knightscope, Inc. (KSCP) filed an 8-K on September 4, 2026 reporting that at its annual meeting on September 2, 2026 stockholders approved a second amendment to the 2022 Equity Incentive Plan increasing the authorized shares under the plan by 10,000,000. At the same meeting, holders re-elected four directors — William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie — and ratified the appointment of BPM LLP as the company’s independent registered public accounting firm for fiscal 2026. The record date for the meeting was July 15, 2026.

Key Details

• Annual meeting date: September 2, 2026; 11,541,416 votes present or represented (~50.71% of outstanding shares as of July 15, 2026).
• Equity plan amendment: increases the 2022 Equity Incentive Plan by 10,000,000 shares of Class A Common Stock.
• Director election votes (FOR / WITHHELD / Broker non-votes):
  • William Santana Li: 3,596,566 FOR; 317,405 WITHHELD; 7,627,445 broker non-votes.
  • William G. Billings: 3,588,957 FOR; 325,014 WITHHELD; 7,627,445 broker non-votes.
  • Robert A. Mocny: 3,616,948 FOR; 297,023 WITHHELD; 7,627,445 broker non-votes.
  • Melvin W. Torrie: 3,621,348 FOR; 292,623 WITHHELD; 7,627,445 broker non-votes.
• Auditor ratification (Proposal 2): 10,811,595 FOR; 533,360 AGAINST; 196,461 ABSTAINED.
• Equity plan vote (Proposal 3): 3,033,726 FOR; 798,194 AGAINST; 82,051 ABSTAINED; 7,627,445 broker non-votes.

Why It Matters
Approval of the 10 million‑share increase expands the pool of stock available for employee and other equity awards, which the company can use for hiring, retention, or compensation — a potential source of future dilution if shares are issued. The re-election of the incumbent directors and ratification of BPM LLP maintain board and auditor continuity, reducing governance uncertainty for investors. The filing provides the formal vote counts and meeting outcomes investors use to assess corporate control and potential dilution from equity compensation.