| | | | Very truly yours, | |
| | | |
William Santana Li
Chairman, Chief Executive Officer and President |
|
|
Annual Meeting Date
|
| | Friday, August 16, 2024 | |
|
Time
|
| | 1:00 p.m., Pacific Time | |
|
Place
|
| | meetnow.global/MZD2JVF | |
|
Items of Business
|
| |
(1)
To elect each of William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Board of Directors (the “Board”) to serve until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified;
(2)
To ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
(3)
To approve amendments to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s Class A Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50, as determined by the Board of Directors in its discretion, subject to the Board of Directors’ authority to abandon such amendments;
(4)
To approve amendments to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s Class B Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50 (which ratio shall be the same ratio as the reverse stock split determined by the Board in Proposal 3), as determined by the Board of Directors in its discretion, subject to the Board of Directors’ authority to abandon such amendments;
(5)
To approve amendments to the Company’s amended and restated certificate of incorporation to (i) authorize 40,000,000 shares of “blank check” preferred stock, issuable in one or more series, and (ii) implement ancillary and conforming changes in connection with the authorization of “blank check” preferred stock and to remove provisions related to the Company’s former Super Voting Preferred Stock and Ordinary Preferred Stock, which are no longer outstanding;
(6)
To approve amendments to the Company’s amended and restated certificate of incorporation to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the Delaware General Corporation Law;
(7)
To approve amendments to the Company’s amended and restated certificate of incorporation to provide the exclusive forums in which certain claims relating to the Company may be brought;
(8)
To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3, 4, 5, 6 or 7; and
(9)
To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting.
|
|
|
Record Date
|
| | Holders of record of our capital stock on June 24, 2024, are entitled to receive notice of, and to vote at, the Annual Meeting and any postponement or adjournment of the Annual Meeting. | |
|
Voting
|
| | Your vote is important. We encourage you to read the accompanying proxy materials and submit your vote as soon as possible. You can find information about how to cast your vote in the question-and-answer section of the accompanying proxy statement. | |
| | | | By Order of the Board of Directors of Knightscope, Inc. | |
| | | |
|
|
| | | |
William Santana Li
Chairman, Chief Executive Officer and President |
|
| | | | Mountain View, California | |
| | | | [ • ], 2024 | |
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 11 | | | |
| | | | 15 | | | |
| | | | 17 | | | |
| | | | 33 | | | |
| | | | 35 | | | |
| | | | 38 | | | |
| | | | 40 | | | |
| | | | 42 | | | |
| | | | 43 | | | |
| | | | 44 | | | |
| | | | 49 | | | |
| | | | 51 | | | |
| | | | 55 | | | |
| | | | 56 | | | |
| | | | 59 | | | |
| | | | 60 | | | |
| | | | 61 | | | |
| | | | 62 | | | |
| | | | 63 | | | |
| | | | Annex A-1 1 | | | |
| | | | Annex A-2 1 | | | |
| | | | Annex B-1 1 | | | |
| | | | Annex B-2 1 | | | |
| | | | Annex C 1 | | |
|
Proposal
|
| |
Vote
Required |
| |
Effect of
Votes Withheld / Abstentions |
| |
Broker
Discretionary Voting Allowed |
| |
Effect of
Broker Non-Vote |
|
|
(1)
To elect each of William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Board to serve until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified
|
| |
The plurality of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors
|
| |
No effect
|
| |
No
|
| |
No effect
|
|
|
Proposal
|
| |
Vote
Required |
| |
Effect of
Votes Withheld / Abstentions |
| |
Broker
Discretionary Voting Allowed |
| |
Effect of
Broker Non-Vote |
|
|
(2)
To ratify the appointment of BPM as our independent registered public accounting firm for the fiscal year ending December 31, 2024
|
| |
The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter
|
| |
Against
|
| |
Yes*
|
| |
We do not expect any broker non-votes in connection with this proposal*
|
|
|
(3)
To approve amendments to the Certificate of Incorporation to effect a reverse stock split of the Company’s Class A Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50, as determined by the Board of Directors in its discretion, subject to the Board of Directors’ authority to abandon such amendments
|
| |
The affirmative vote of the holders of a majority of the votes cast for or against**
|
| |
No effect
|
| |
Yes*
|
| |
We do not expect any broker non-votes in connection with this proposal*
|
|
|
(4)
To approve amendments to the Certificate of Incorporation to effect a reverse stock split of the Company’s Class B Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50 (which ratio shall be the same ratio as the reverse stock split determined by the Board in Proposal 3), as determined by the Board of Directors in its discretion, subject to the Board of Directors’ authority to abandon such amendments
|
| |
The affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on the matter**
|
| |
Against
|
| |
Yes*
|
| |
We do not expect any broker non-votes in connection with this proposal*
|
|
|
(5)
To approve amendments to the Certificate of Incorporation to (i) authorize 40,000,000 shares of “blank check” preferred stock, issuable in one or more series, and (ii) implement ancillary and conforming changes in connection with the authorization of “blank check” preferred stock and to remove provisions related to the Company’s former Super Voting Preferred Stock and Ordinary Preferred Stock, which are no longer outstanding
|
| |
The affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on the matter
|
| |
Against
|
| |
No
|
| |
Against
|
|
|
(6)
To approve amendments to the Certificate of Incorporation to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the Delaware General Corporation Law
|
| |
The affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on the matter
|
| |
Against
|
| |
No
|
| |
Against
|
|
|
(7)
To approve amendments to the Certificate of Incorporation to provide the exclusive forums in which certain claims relating to the Company may be brought
|
| |
The affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on the matter
|
| |
Against
|
| |
No
|
| |
Against
|
|
|
(8)
To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3, 4, 5, 6 or 7
|
| |
The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter
|
| |
Against
|
| |
Yes*
|
| |
We do not expect any broker non-votes in connection with this proposal
|
|
|
Name
|
| |
Title/Position
|
| |
Age
|
|
| William Santana Li | | | Chairman, Chief Executive Officer and President | | |
54
|
|
| William G. Billings | | | Director | | |
48
|
|
| Robert A. Mocny | | | Director | | |
67
|
|
| Melvin W. Torrie | | | Director | | |
54
|
|
|
Total Number of Directors
|
| | 4 | | |||||||||||||||||||||
| | | |
Female
|
| |
Male
|
| |
Non-Binary
|
| |
Did Not
Disclose Gender |
| ||||||||||||
| Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Directors
|
| | | | – | | | | | | 4 | | | | | | – | | | | | | – | | |
| Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
|
African American or Black
|
| | | | – | | | | | | 1 | | | | | | – | | | | | | – | | |
|
Alaskan Native or Native American
|
| | | | – | | | | | | – | | | | | | – | | | | | | – | | |
|
Hispanic or Latinx
|
| | | | – | | | | | | 1 | | | | | | – | | | | | | – | | |
|
Asian
|
| | | | – | | | | | | 1 | | | | | | – | | | | | | – | | |
|
Native Hawaiian or Pacific Islander
|
| | | | – | | | | | | – | | | | | | – | | | | | | – | | |
|
White
|
| | | | – | | | | | | 2 | | | | | | – | | | | | | – | | |
|
LGBTQ+
|
| | | | – | | | | | | 1 | | | | | | – | | | | | | – | | |
|
Two or More Races or Ethnicities
|
| | | | – | | | | | | 1 | | | | | | – | | | | | | – | | |
|
Did Not Disclose Demographic Background
|
| | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| |
OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE FOUR DIRECTOR NOMINEES.
|
| |
|
Fee Category
|
| |
2023
|
| |
2022
|
| ||||||
| Audit Fees(1) | | | | $ | 630,475 | | | | | $ | 546,022 | | |
| Audit-Related Fees(2) | | | | $ | — | | | | | | 8,025 | | |
| Tax Fees(3) | | | | | — | | | | | | — | | |
| All Other Fees(4) | | | | | — | | | | | | — | | |
| Total Fees | | | | $ | 630,475 | | | | | $ | 554,047 | | |
| |
OUR BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BPM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.
|
| |
| |
OUR BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE CLASS A COMMON STOCK
|
| |
| | | |
Before
Reverse Stock Split |
| |
1-for-5
|
| |
1-for-10
|
| |
1-for-25
|
| |
1-for-40
|
| |
1-for-50
|
|
| Authorized | | |
228,000,000
|
| |
228,000,000
|
| |
228,000,000
|
| |
228,000,000
|
| |
228,000,000
|
| |
228,000,000
|
|
| Issued and outstanding shares of Class A Common Stock | | |
112,923,614
|
| |
22,584,723
|
| |
11,292,361
|
| |
4,516,945
|
| |
2,823,090
|
| |
2,258,472
|
|
| Shares of Class A Common Stock reserved for future issuance upon conversion of outstanding Class B Common Stock(1) | | |
16,725,268
|
| |
3,345,054
|
| |
1,672,527
|
| |
669,011
|
| |
836,263
|
| |
334,505
|
|
| Shares of Class A Common Stock reserved for future issuance upon exercise of outstanding warrants for Class A Common Stock(2) | | |
8,458,257
|
| |
1,691,651
|
| |
845,826
|
| |
338,330
|
| |
422,913
|
| |
169,165
|
|
| Shares of Class A Common Stock issuable pursuant to outstanding equity awards under the Company’s incentive plans(3) | | |
14,713,517
|
| |
2,942,703
|
| |
1,471,352
|
| |
588,541
|
| |
735,676
|
| |
294,270
|
|
| Shares of Class A Common Stock reserved for future issuance under the Company’s incentive plans | | |
373,000
|
| |
74,600
|
| |
37,300
|
| |
14,920
|
| |
18,650
|
| |
7,460
|
|
| Shares of Class A Common Stock reserved for future issuance pursuant to the Company’s at-the-market offering program(4) | | |
34,083,060
|
| |
6,816,612
|
| |
1,363,322
|
| |
3,408,306
|
| |
1,704,153
|
| |
1,363,322
|
|
| Shares of Class A Common Stock authorized, unissued, and unreserved | | |
40,723,284
|
| |
190,544,657
|
| |
211,317,312
|
| |
218,463,948
|
| |
221,459,255
|
| |
223,572,804
|
|
| | | |
Before
Reverse Stock Split |
| |
1-for-5
|
| |
1-for-10
|
| |
1-for-25
|
| |
1-for-40
|
| |
1-for-50
|
|
| Authorized | | |
30,000,000
|
| |
30,000,000
|
| |
30,000,000
|
| |
30,000,000
|
| |
30,000,000
|
| |
30,000,000
|
|
| Issued and outstanding shares of Class B Common Stock | | |
16,731,088
|
| |
3,346,218
|
| |
1,673,109
|
| |
669,244
|
| |
418,277
|
| |
334,622
|
|
| Shares of Class B Common Stock issuable pursuant to outstanding equity awards under the Company’s awards under the Company’s incentive plans(1) | | |
373,000
|
| |
74,600
|
| |
37,300
|
| |
14,920
|
| |
9,325
|
| |
7,460
|
|
| Shares of Class B Common Stock reserved for future issuance under the Company’s incentive plans | | |
238,000
|
| |
47,600
|
| |
23,800
|
| |
9,520
|
| |
5,950
|
| |
4,760
|
|
| Shares of Class B Common Stock authorized, unissued, and unreserved | | |
12,657,912
|
| |
26,531,582
|
| |
28,265,791
|
| |
29,306,316
|
| |
29,566,448
|
| |
29,653,158
|
|
| |
OUR BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE CLASS B COMMON STOCK
|
| |
| |
OUR BOARD RECOMMENDS A VOTE “FOR” AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO AUTHORIZE “BLANK CHECK” PREFERRED STOCK AND TO REMOVE PROVISIONS RELATED TO THE COMPANY’S FORMER PREFERRED STOCK
|
| |
| |
OUR BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE PROPOSAL 3, 4, 5, 6 OR 7
|
| |
|
Name
|
| |
Independent Director
|
| |
Compensation Committee
|
| |
Audit Committee
|
|
| William G. Billings | | |
X
|
| |
Chair
|
| |
Chair
|
|
| William Santana Li* | | | | | | | | | | |
| Robert A. Mocny | | |
X
|
| |
X
|
| |
X
|
|
| Melvin W. Torrie | | |
X
|
| |
X
|
| |
X
|
|
|
Name
|
| |
Title/Position
|
| |
Age
|
|
| William (“Bill”) Santana Li | | |
Chairman, Chief Executive Officer, and President
|
| |
54
|
|
| Stacy Dean Stephens | | | EVP and Chief Client Officer | | |
52
|
|
| Apoorv S. Dwivedi | | | EVP, Chief Financial Officer, and Secretary | | |
43
|
|
| Mercedes Soria | | | EVP and Chief Intelligence Officer / Chief Information Security Officer (“CISO”) | | |
50
|
|
| Aaron J. Lehnhardt | | | EVP and Chief Design Officer | | |
51
|
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus(2)
|
| |
Option
Awards ($)(1) |
| |
Total
($) |
| |||||||||||||||
|
William Santana Li
Chairman and Chief Executive Officer |
| | | | 2023 | | | | | | 493,346 | | | | | | 0 | | | | | | 586,031 | | | | | | 1,079,377 | | |
| | | 2022 | | | | | | 496,907 | | | | | | 278,261 | | | | | | 635,896 | | | | | | 1,411,064 | | | |||
|
Mallorie Burak(3)
President and Chief Financial Officer |
| | | | 2023 | | | | | | 383,103 | | | | | | 0 | | | | | | 224,573 | | | | | | 607,676 | | |
| | | 2022 | | | | | | 344,391 | | | | | | 264,457 | | | | | | 238,564 | | | | | | 847,412 | | | |||
|
Mercedes Soria
Chief Intelligence Officer |
| | | | 2023 | | | | | | 341,922 | | | | | | 0 | | | | | | 199,130 | | | | | | 541,052 | | |
| | | 2022 | | | | | | 344,391 | | | | | | 164,457 | | | | | | 210,595 | | | | | | 719,443 | | |
| | | |
Option Awards
|
| |||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |||||||||||||||
|
William Santana Li
|
| | | | 7/12/2022 | | | | | | 143,661 | | | | | | 239,439(1)(2) | | | | | | 3.04 | | | | | | 7/11/2032 | | |
| | | 7/28/2023 | | | | | | — | | | | | | 383,100(1)(2) | | | | | | 1.51 | | | | | | 7/27/2033 | | | |||
| | | 7/28/2023 | | | | | | — | | | | | | 10,000(4) | | | | | | 1.51 | | | | | | 7/27/2033 | | | |||
| | | 7/12/2022 | | | | | | 143,661 | | | | | | 239,439(1)(2) | | | | | | 3.04 | | | | | | 7/11/2032 | | | |||
|
Mallorie Burak
|
| | | | 10/8/2020 | | | | | | 406,250 | | | | | | 93,750(1)(2) | | | | | | 2.34 | | | | | | 10/7/2030 | | |
| | | 12/23/2021 | | | | | | 249,992 | | | | | | 250,008(1)(2) | | | | | | 10.00 | | | | | | 12/22/2031 | | | |||
| | | 7/12/2022 | | | | | | 50,901 | | | | | | 92,823(1)(2) | | | | | | 3.04 | | | | | | 7/11/2032 | | | |||
| | | 7/28/2023 | | | | | | — | | | | | | 143,724(1)(2) | | | | | | 1.51 | | | | | | 7/28/2033 | | | |||
| | | 7/28/2023 | | | | | | — | | | | | | 10,000(4) | | | | | | 1.51 | | | | | | 7/27/2033 | | | |||
|
Mercedes Soria
|
| | | | 4/21/2014 | | | | | | 113,000 | | | | | | —(1)(3) | | | | | | 0.16 | | | | | | 4/20/2024 | | |
| | | 11/17/2016 | | | | | | 187,000 | | | | | | —(1)(3) | | | | | | 0.60 | | | | | | 11/17/2026 | | | |||
| | | 4/22/2018 | | | | | | 200,000 | | | | | | —(1)(2) | | | | | | 1.26 | | | | | | 4/21/2028 | | | |||
| | | 5/9/2019 | | | | | | 500,000 | | | | | | —(1)(2) | | | | | | 1.24 | | | | | | 5/9/2029 | | | |||
| | | 2/27/2020 | | | | | | 97,916 | | | | | | 2,084(1)(2) | | | | | | 0.91 | | | | | | 2/26/2030 | | | |||
| | | 6/24/2020 | | | | | | 31,354 | | | | | | 3,646(1)(2) | | | | | | 0.91 | | | | | | 6/23/2030 | | | |||
| | | 7/12/2022 | | | | | | 47,576 | | | | | | 79,298(1)(2) | | | | | | 3.04 | | | | | | 7/11/2032 | | | |||
| | | 7/28/2023 | | | | | | — | | | | | | 126,874(1)(2) | | | | | | 1.51 | | | | | | 7/27/2033 | | | |||
| | | 7/28/2023 | | | | | | — | | | | | | 10,000(4) | | | | | | 1.51 | | | | | | 7/27/2033 | | |
|
Name
|
| |
Fees Earned
or Paid in Cash ($)(3) |
| |
Option
Awards ($)(1)(4) |
| |
Total ($)
|
| |||||||||
| Kristi Ross(2) | | | | | 5,056 | | | | | | 0 | | | | | | 5,056 | | |
| Linda Keene Solomon(5) | | | | | 60,000 | | | | | | 0 | | | | | | 60,000 | | |
| Jackeline V. Hernandez Fentanez(2) | | | | | 5,056 | | | | | | 0 | | | | | | 5,056 | | |
| Patricia L. Watkins(5) | | | | | 70,000 | | | | | | 0 | | | | | | 70,000 | | |
| Patricia Howell(5) | | | | | 70,000 | | | | | | 0 | | | | | | 70,000 | | |
| Suzanne Muchin(2) | | | | | 4,333 | | | | | | 0 | | | | | | 4,333 | | |
| | | |
Class A
Common Stock Beneficially Owned |
| |
Class B
Common Stock Beneficially Owned |
| |
Combined
Voting Power(1) |
| |||||||||||||||||||||
|
Name of Beneficial Owner
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| | | | | | | ||||||||||||
| 5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| William (“Bill”) Santana Li(2) | | | | | 1,498,431 | | | | | | 1.3% | | | | | | 7,500,000 | | | | | | 43.8% | | | | | | 28.0% | | |
| NetPosa Technologies (Hong Kong) Limited(3) | | | | | | | | | | | | | | | | | 3,767,789 | | | | | | 22.5% | | | | | | 13.4% | | |
| Stacy Dean Stephens(4) | | | | | 1,076,783 | | | | | | 1.0% | | | | | | 2,000,000 | | | | | | 12.0% | | | | | | 7.5% | | |
| F50 Ventures Fund LP(5) | | | | | | | | | | | | | | | | | 959,963 | | | | | | 5.7% | | | | | | 3.4% | | |
| Series Knightscope LLC F50 Global Syndicate Fund LLC(6) | | | | | | | | | | | | | | | | | 668,330 | | | | | | 4.0% | | | | | | 2.4% | | |
| Named Executive Officers and Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| William (“Bill”) Santana Li(2) | | | | | 1,498,431 | | | | | | 1.3% | | | | | | 7,500,000 | | | | | | 43.8% | | | | | | 28.0% | | |
| Apoorv S. Dwivedi(7) | | | | | 250 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Mercedes Soria(2) | | | | | 1,498,431 | | | | | | 1.3% | | | | | | 7,500,000 | | | | | | 43.8% | | | | | | 28.0% | | |
| Stacy Dean Stephens(4) | | | | | 1,076,783 | | | | | | 1.0% | | | | | | 2,000,000 | | | | | | 12.0% | | | | | | 7.5% | | |
| Mallorie Burak | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
William G Billings(8)
|
| | | | 101,106 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
|
Robert A. Mocny(9)
|
| | | | 100,200 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
|
Melvin W. Torrie(10)
|
| | | | 100,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| All current executive officers and directors as a group (8 individuals) (1)(11) | | | | | 2,910,311 | | | | | | 2.5% | | | | | | 9,500,000 | | | | | | 55.5% | | | | | | 35.5% | | |