Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 28, 2024

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40611

87-1699753

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

17146 Feathercraft Lane, Suite 450, Webster, TX 77598

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: [phone]

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

KITT

The Nasdaq Stock Market LLC

Warrants

KITTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders

On May 28, 2024, Nauticus Robotics, Inc. (the "Company") held its annual meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders (1) elected all candidates for director, (2) ratified the engagement of Whitley Penn LLP as the Company's independent accounting firm for 2024, and (3) approved an amendment to the Company's 2022 Omnibus Incentive Plan.

A total of 43,871,654 shares of common stock of the Company attended the Meeting by proxy or in person, representing 70.39% of the Company's outstanding common stock entitled to vote as of April 16, 2024, the record date. The results of the voting were as follows:

Item 1: Election of Directors
Nominee			For			Withheld			Broker Non-Votes
John W. Gibson, Jr.			32,836,094			4,855,996			6,179,564
Eli Spiro			32,548,278			5,143,812			6,179,564

Item 2: Ratification of Whitley Penn LLP as Independent Auditor
For			Against			Abstain
37,432,127			6,377,150			62,377

Item 3: Approval of Amendment to 2022 Omnibus Incentive Plan
For			Against			Abstain			Broker Non-Votes
31,843,960			5,614,798			233,332			6,179,654

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SIGNATURE

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.

Dated: May 28, 2024			Nauticus Robotics, Inc.
			By:			/s/ Nicholas J. Bigney
						Name:			Nicholas J. Bigney
						Title:			General Counsel

Cover	May 28, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 28, 2024
Entity Registrant Name	NAUTICUS ROBOTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40611
Entity Tax Identification Number	87-1699753
Entity Address, Address Line One	17146 Feathercraft Lane
Entity Address, Address Line Two	Suite 450
Entity Address, City or Town	Webster
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77598
City Area Code	281
Local Phone Number	942-9069
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001849820
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	KITT
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	KITTW
Security Exchange Name	NASDAQ

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