Independent
Tenure on this board
29.3 yrs
9 nominees · 6 ballot items.
Election of nine directors; ratification of Deloitte & Touche LLP as independent auditors; approval to increase authorized common shares from 195,000,000 to 245,000,000; approval to amend certificate for officer exculpation; approve amendment and restatement of 2023 Equity Incentive Plan to add 6,900,000 shares; and advisory vote to approve named executive officer compensation.
Elect nine nominees (Scott Anderson, Bradley Boyd, Eric DeMarco, Bobbi Doorenbos, William Hoglund, Scot Jarvis, David King, Deanna Lund and Amy Zegart) to serve until the next annual meeting.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 27, 2026.
Proposal 2 asks shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP as Kratos’ independent registered public accounting firm for fiscal 2026. Management frames this as a routine governance practice and notes Deloitte’s long tenure since 2013 and the Audit Committee’s oversight of auditor independence and fees. The proposal is non-controversial, procedural, and requires a majority of votes present; broker discretionary voting is permitted. The board recommends a vote FOR ratification, citing continuity, the Audit Committee’s review of Deloitte’s fees and services, and its authority to replace Deloitte if circumstances warrant.
Approve amendment to increase authorized common stock from 195,000,000 to 245,000,000 shares.
Approve amendment to extend exculpation provision in Article VI to include certain senior officers as permitted under Delaware law (Section 102(b)(7)).
Approve amendment and restatement of the 2023 Equity Incentive Plan to increase shares issuable by 6,900,000 (total 12,293,190 authorized under Restated Plan, with 7,515,260 expected available upon effectiveness).
Proposal 5 seeks stockholder approval to amend and restate the company’s 2023 Equity Incentive Plan to add 6.9 million shares to the plan reserve and to update plan mechanics (including a 10M cap on shares issuable as ISOs). Management argues the increase is necessary to fund equity grants to attract and retain talent in a competitive defense/national-security labor market and to support long-term incentive programs tied to performance and retention. The proposal is framed as necessary to maintain the company’s ability to grant RSUs and performance awards without interruption; management emphasizes governance safeguards such as no repricing without stockholder approval, minimum vesting rules, no discounted options, clawback provisions, and limits on share recycling. Passing the proposal affects dilution/overhang: management estimates fully diluted overhang would increase to ~6.1% from 2.7% based on March 6, 2026 figures; the Committee believes this level is reasonable relative to projected needs for 3-4 years of grants. The Board recommends a vote FOR the proposal to ensure continuity of equity compensation programs.
Advisory, non-binding 'say-on-pay' vote to approve the compensation of the company's named executive officers for fiscal 2025 as disclosed in the proxy statement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.98% | 18,712,466 | $1.3B |
| 2 | STATE STREET CORP | 4.75% | 8,911,499 | $628M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.61% | 8,650,496 | $610M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.41% | 8,274,730 | $583M |
| 5 | BlackRock, Inc. | 3.35% | 6,286,248 | $443M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.36% | 4,420,790 | $312M |
| 7 | ARK Investment Management LLC | 1.86% | 3,491,194 | $246M |
| 8 | Invesco Ltd. | 1.78% | 3,346,316 | $236M |
| 9 | FRANKLIN RESOURCES INC | 1.71% | 3,210,344 | $226M |
| 10 | VAN ECK ASSOCIATES CORP | 1.65% | 3,093,333 | $218M |
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