Nauticus Robotics, Inc. 8-K

What Happened
Nauticus Robotics, Inc. (KITT) filed an 8‑K on May 27, 2026 reporting results of its annual meeting of shareholders held following an April 15, 2026 record date. Shareholders elected Dr. Jim Bellingham and Dr. Adam Sharkawy as Class I directors (terms until the 2029 annual meeting), ratified WithumSmith + Brown as the 2026 independent registered accounting firm, approved authorization for the Board to enact one or more reverse stock splits at a cumulative ratio between 1-for-5 and 1-for-250, approved an increase to the 2022 Omnibus Incentive Plan to 6,000,000 shares, and approved an adjournment proposal if further solicitation was needed. A proposed increase in authorized common stock from 625,000,000 to 1,500,000,000 received a majority of votes cast but did not meet the required threshold of a majority of all issued and outstanding shares and therefore was not approved.

Key Details

• Meeting turnout: 12,428,658 shares voted (35.61% of 34,900,303 shares outstanding as of April 15, 2026).
• Director elections: Jim Bellingham — For 2,584,928 / Withheld 423,141 (9,420,589 broker non‑votes); Adam Sharkawy — For 2,564,737 / Withheld 443,332 (9,420,589 broker non‑votes).
• Reverse split authorization (Board discretion, 1:5 to 1:250): For 8,257,578 / Against 4,054,838 / Abstain 116,242 (approved).
• Increase in authorized common stock to 1,500,000,000: For 8,259,900 / Against 3,940,828 / Abstain 227,930 — majority of votes cast were in favor but the measure did not reach the required majority of all issued and outstanding shares and failed.

Why It Matters
These votes give the board flexibility to consolidate the share count through a reverse split (which could affect share price per share and outstanding share count) and expand the equity pool available for employee and director awards (Omnibus Plan increased to 6,000,000 shares). The failure to secure an increase in authorized shares means the company cannot yet expand its total share cap to 1.5 billion without further action. Investors should note the relatively low turnout (35.6%) and the presence of large broker non‑votes on director and compensation matters, which affected vote dynamics.