UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the annual meeting of stockholders (the “Annual Meeting”) of Knightscope, Inc. (the “Company”) held on September 2, 2026, the Company’s stockholders approved the second amendment (the “Plan Amendment”) to the Knightscope, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The Plan Amendment increases by 10,000,000 the maximum number of shares of the Company’s Class A Common Stock authorized to be issued under the 2022 Plan. Further information regarding the Plan Amendment was provided in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2026 (the “Proxy Statement”).
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting held on September 2, 2026, holders of a total of 11,541,416 votes were present electronically or represented by proxy, representing approximately 50.71% of the votes that could be cast by the holders of the Company’s outstanding shares of stock as of the July 15, 2026 record date.
The following are the voting results for the proposals that were considered and voted upon at the Annual Meeting, all of which were described in the Proxy Statement.
Proposal 1 – Election of each of William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Company’s Board of Directors (the “Board”) to serve until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified.
Nominee |
| Votes FOR |
| Votes WITHHELD |
| Broker Non-Votes |
William Santana Li |
| 3,596,566 |
| 317,405 |
| 7,627,445 |
William G. Billings |
| 3,588,957 |
| 325,014 |
| 7,627,445 |
Robert A. Mocny |
| 3,616,948 |
| 297,023 |
| 7,627,445 |
Melvin W. Torrie |
| 3,621,348 |
| 292,623 |
| 7,627,445 |
Proposal 2 – Ratification of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes FOR |
| Votes AGAINST |
| Votes ABSTAINED |
| Broker Non-Votes |
10,811,595 |
| 533,360 |
| 196,461 |
| 0 |
Proposal 3 – Approval of the second amendment to the Company’s 2022 Equity Incentive Plan to increase the available number of shares of Class A Common Stock.
Votes FOR |
| Votes AGAINST |
| Votes ABSTAINED |
| Broker Non-Votes |
3,033,726 |
| 798,194 |
| 82,051 |
| 7,627,445 |
Based on the foregoing votes, each director listed in Proposal 1 was elected and Proposals 2 and 3 were approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KNIGHTSCOPE, INC. | ||
Date: September 4, 2026 | By: | /s/ William Santana Li |
Name: | William Santana Li | |
Title: | Chairman, Chief Executive Officer and President | |