Nauticus Robotics Inc

This proposal seeks shareholder authorization to empower the Board to implement one or more reverse stock splits at any time before the next annual meeting, at a cumulative ratio ranging from one-to-5 up to one-to-250, with fractional shares rounded up. Management frames this as a preventative and flexibility measure to address NASDAQ minimum bid-price requirements and to preserve the ability to use shares for equity grants, acquisitions, financings and other corporate purposes. The Board emphasizes discretion to choose the specific ratio based on market conditions at the time of implementation, noting factors like marketability, liquidity, trading history, and capital-raising needs. The company recently completed a reverse split in September 2025; the filing highlights timing and regulatory constraints tied to NASDAQ Rule 5810 and the risk that additional splits with a combined ratio exceeding 250-to-1 within certain windows could forfeit compliance relief and trigger delisting proceedings. The analysis should weigh potential benefits—higher per-share price may improve institutional investor interest and avoid delisting—against predictable downsides: reduced share float, possible lower liquidity, negative investor perception, and increased authorized but unissued share capacity that could be used in dilutive issuances. The rounding-up of fractional shares may create small tax events for recipients and slightly increase outstanding share counts for certain holders, and the split will mechanically adjust conversion ratios and option exercise prices across outstanding convertible instruments and awards. The Board presents the change as discretionary and reversible (if not implemented by the next annual meeting), but shareholders should consider the possible anti-takeover effects of an increased pool of available authorized shares post-split and the limited protections described regarding future issuances. In short, the proposal provides operational flexibility to management to address immediate listing and marketability concerns, but carries dilution, liquidity and governance trade-offs that sophisticated investors should evaluate in the context of the company’s capital plan, prior financings, and NASDAQ timing constraints.

Management requests shareholder approval to amend the Charter to increase authorized common shares from 625 million to 1.5 billion, adding 875 million shares. The stated rationale is operational flexibility: additional shares can be used for capital raises, convertible securities, equity incentives, acquisitions, stock splits/dividends, and other corporate purposes without the delay of repeated shareholder votes. Management emphasizes that this amendment is not proposed specifically as an anti-takeover device, although an expanded pool of authorized-but-unissued shares may enable future issuances that could dilute a potential acquirer. The Board notes that existing shareholders will have no preemptive rights, so future issuances would dilute existing ownership and potentially voting power, EPS, and book value per share. Because the company’s outstanding shares are a small fraction of the newly requested authorized amount, the increase would materially expand the Board’s power to issue shares, which investors should view in the context of the company’s capital needs and prior financings (including multiple convertible instruments and preferred series disclosed in the proxy). If approved, the amendment becomes effective upon filing with the Delaware Secretary of State; if rejected, the status quo remains. The proposal dovetails with the reverse split authorization (Item 3) because a reverse split would reduce outstanding share count and thereby effectively increase the available authorized-but-unissued share pool absent a Charter increase; both actions together would substantially enlarge the Company’s available shares for issuance. In sum, while the amendment provides near-term operational flexibility for management to address financing and incentive needs, shareholders should weigh that flexibility against potential dilution and governance implications.

This proposal seeks shareholder approval to increase the share reserve under the 2022 Omnibus Incentive Plan from the current 1,169,891 to 6,000,000 shares (an increase of 4,830,109) to ensure sufficient runway for equity grants through projected hiring and retention needs. Management argues Nasdaq rules and the Plan’s terms require shareholder approval for material plan amendments and that the additional reserve will enable the company to grant competitive equity awards to attract and retain talent while conserving cash. The Compensation Committee projects the expanded reserve will cover planned grants through roughly 2027 under current assumptions, but actual longevity depends on hiring pace, grant sizes, and share-price movements (notably the low per-share price increases the share count needed to deliver target economic value). The company will file a Form S-8 for the additional shares if approved; if not approved, the Plan remains in effect but share availability may constrain equity compensation and push the company toward cash-based or other non-dilutive arrangements. Increasing the reserve dilutes existing shareholders in aggregate, and investors should compare the requested increment to historic grant rates, option recycling rules, and potential alternative retention tools. The amendment does not otherwise change plan terms (vesting, limits, administration) and is presented as a routine governance step to maintain recruiting and incentive flexibility; investors should weigh the dilution against the expected retention and performance benefits of equity incentives.

This proposal asks shareholders to authorize proxies to vote to adjourn the annual meeting to a later date if additional time is needed to solicit votes for one or more proposals. Management frames this as a procedural, shareholder-protective mechanism that permits the Board to continue outreach and proxy solicitation if initial vote tallies are insufficient, avoiding the need to reconvene a separate meeting or abandon initiatives. The measure requires a simple majority of votes cast and is routine in contested or close-vote contexts; broker non-votes and abstentions will not affect the outcome. If approved, the Board could adjourn for a limited period to solicit additional support, and previously-submitted proxies may be revoked by shareholders before use at the adjourned meeting. Investors should note that while the adjournment power facilitates achieving approval for management proposals, it also effectively extends management’s timeline to pursue contested agenda items and could be used tactically to obtain passage after further solicitation. The Board represents this authority would be used only as needed to obtain sufficient votes, not as an end in itself, and the adjournment will be announced publicly when taken. In evaluating the proposal, shareholders should weigh the administrative convenience and potential cost savings against any concerns about extending the governance process in situations where shareholder opposition is significant.