UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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. |
On June 23, 2022, Knightscope, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved the Knightscope, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan replaces the Company’s 2016 Equity Incentive Plan. The 2022 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the 2022 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 2, 2022 (the “Proxy Statement”). The summaries of the 2022 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2022 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on June 23, 2022 as a virtual meeting online via live audio webcast. At the Annual Meeting, there were 126,119,122 votes represented either in person or by proxy, or 57.8% of the votes entitled to be cast at the Annual Meeting, which represented a quorum. The Company’s stockholders voted on, and approved, the following proposals at the Annual Meeting:
Proposal 1. Election of seven directors to the Board of Directors to serve until the 2023 Annual Meeting of Stockholders and until their respective successors are elected and qualified
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Jackeline V. Fentanez | 120,823,992 | 247,633 | 5,047,497 | |||||||||
| Patricia Howell | 120,833,100 | 238,525 | 5,047,497 | |||||||||
| William Santana Li | 120,444,505 | 627,120 | 5,047,497 | |||||||||
| Suzanne Muchin | 120,832,975 | 238,650 | 5,047,497 | |||||||||
| Kristi Ross | 120,832,908 | 238,717 | 5,047,497 | |||||||||
| Linda Keene Solomon | 120,822,724 | 248,901 | 5,047,497 | |||||||||
| Patricia L. Watkins | 120,827,211 | 244,414 | 5,047,497 | |||||||||
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, 2022
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 125,858,908 | 158,642 | 101,572 | — | ||||||||||
Proposal 3. Approval of the Knightscope, Inc. 2022 Equity Incentive Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 120,122,692 | 836,119 | 112,814 | 5,047,497 | ||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Knightscope, Inc. 2022 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 28, 2022 | By: | /s/ Mallorie Burak |
| Name: | Mallorie Burak | |
| Title: | Chief Financial Officer | |