Kratos Defense & Security Solutions Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   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.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   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.

   More detail

   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.

3. 3

   Amendment to Certificate of Incorporation to Increase Authorized Shares of Common Stock

   ManagementBoard: FOR

   Approve amendment to increase authorized common stock from 195,000,000 to 245,000,000 shares.

4. 4

   Amendment to Certificate of Incorporation to Provide for Officer Exculpation

   ManagementBoard: FOR

   Approve amendment to extend exculpation provision in Article VI to include certain senior officers as permitted under Delaware law (Section 102(b)(7)).

5. 5

   Approval of Amendment and Restatement of 2023 Equity Incentive Plan

   ManagementBoard: FOR

   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).

   More detail

   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.

6. 6

   Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   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.

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When is the Kratos Defense & Security Solutions Inc 2026 annual meeting?

Kratos Defense & Security Solutions Inc (KTOS) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Kratos Defense & Security Solutions Inc 2026 meeting?

The record date for the Kratos Defense & Security Solutions Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Kratos Defense & Security Solutions Inc's 2026 meeting?

The board is presenting 9 director nominees at the Kratos Defense & Security Solutions Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Kratos Defense & Security Solutions Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Kratos Defense & Security Solutions Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.