Knightscope Inc
For the period ended Aug 16, 2024. Filed Jul 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 16, 2024 · Filed Jul 5, 2024
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DEF 14A 1 tm244708-3_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Pursuant to §240.14a-12
KNIGHTSCOPE, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
July 5, 2024
Dear Stockholder:
We cordially invite you to attend the 2024 Annual Meeting of Stockholders of Knightscope, Inc. (the “Annual Meeting”). The Annual Meeting will be held on Friday, August 16, 2024, at 1:00 p.m., Pacific Time. The Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting meetnow.global/MZD2JVF, where you will be able to listen to the Annual Meeting live and vote.
You will find important information about the matters to be voted on at the Annual Meeting in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. We are sending most of our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending them a full set of printed materials. The Notice tells you how to access and review on the internet the important information contained in the proxy materials. The Notice also tells you how to vote on the internet prior to the Annual Meeting or by phone and how to request to receive a printed copy of our proxy materials.
Your vote is important. We hope you will attend the Annual Meeting online. We encourage you to review the proxy materials and vote as soon as possible. You may vote on the internet or by phone as described in the attached proxy materials. You also may vote by mail if you timely request to receive printed copies of these proxy materials in the mail. You will also be able to vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and cast your votes are posted at meetnow.global/MZD2JVF and can be found in this proxy statement in the section entitled “Questions and Answers about the Annual Meeting and Voting-How can I attend and vote at the Annual Meeting?”.
| | | | | Very truly yours, | |
|---|---|---|---|---|---|
| | | | | /s/ William Santana Li William Santana Li Chairman, Chief Executive Officer and President | |
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| | 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. | |
Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials at www.envisionreports.com/KSCP or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe these rules allow us to provide our stockholders with the information they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.
| | | | | By Order of the Board of Directors of Knightscope, Inc. | |
|---|---|---|---|---|---|
| | | | | /s/ William Santana Li | |
| | | | | William Santana Li Chairman, Chief Executive Officer and President | |
| | | | | Mountain View, California | |
| | | | | July 5, 2024 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.