Kratos (NASDAQ: KTOS) investors approve share increase and equity plan expansion

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Kratos Defense & Security Solutions, Inc. held its Annual Meeting, where stockholders elected all director nominees and approved several governance and compensation proposals. Holders of 163,944,621 shares of common stock were represented, out of 187,333,628 shares outstanding as of the record date.

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm and approved increasing authorized common stock from 195,000,000 to 245,000,000 shares. They also approved adding 6,900,000 shares to the 2023 Equity Incentive Plan and supported, on an advisory basis, the compensation of named executive officers. An amendment to provide for officer exculpation in the Certificate of Incorporation was also approved.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 187,333,628 shares Shares represented: 163,944,621 shares Authorized common stock before: 195,000,000 shares +4 more

7 metrics

Shares outstanding 187,333,628 shares Common stock outstanding as of record date for Annual Meeting

Shares represented 163,944,621 shares Common stock represented in person or by proxy at Annual Meeting

Authorized common stock before 195,000,000 shares Authorized common stock prior to approved amendment

Authorized common stock after 245,000,000 shares Authorized common stock after stockholder approval

Equity plan share increase 6,900,000 shares Additional shares issuable under 2023 Equity Incentive Plan

Votes for share increase 161,513,573 votes For votes on amendment to increase authorized common stock

Votes to ratify auditor 162,870,324 votes For votes to ratify Deloitte & Touche LLP for fiscal 2026

Key Terms

broker non-votes, independent registered public accounting firm, officer exculpation, Equity Incentive Plan, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes | 19,983,799"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

officer exculpation regulatory

"approve an amendment to the Company’s Certificate of Incorporation to provide for officer exculpation"

A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.

Equity Incentive Plan financial

"amendment and restatement of the 2023 Equity Incentive Plan to increase the number of shares"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

advisory (non-binding) basis regulatory

"approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers"

Understanding 8-K Material Events →

05/15/2026 - 04:03 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 15, 2026

Date of Report (Date of earliest event reported)

KRATOS DEFENSE & SECURITY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34460

13-3818604

(State or Other Jurisdiction of
Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

1 Chisholm Trail
Round Rock, TX 92131
(Address of Principal Executive Offices) (Zip Code)

(512) 238-9840

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):


☐			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 Symbols(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	KTOS	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 12, 2026, the Company held its Annual Meeting. As of the record date for the Annual Meeting, there were 187,333,628 shares of the Company’s common stock outstanding. At the Annual Meeting, the holders of 163,944,621 shares were represented in person or by proxy. Set forth below is a brief description of each matter acted upon by the stockholders of the Company at the Annual Meeting and the final voting results for each such proposal. These proposals are set out in more detail in the Company’s Proxy Statement.

1. The stockholders considered a proposal to elect each of the individuals named below as directors to serve until the next annual meeting or until their successors are duly elected and qualified. The nominees for election to the Board of Directors were elected, each to serve until the next annual meeting, based upon the following votes:


Nominee	For	Withheld	Broker Non-Votes
Scott Anderson	133,987,961	9,972,861	19,983,799
Bradley Boyd	143,476,284	484,538	19,983,799
Eric DeMarco	142,865,781	1,095,041	19,983,799
Bobbi Doorenbos	141,611,070	2,349,752	19,983,799
William Hoglund	129,413,145	14,547,677	19,983,799
Scot Jarvis	132,134,404	11,826,418	19,983,799
David King	143,485,906	474,916	19,983,799
Deanna Lund	132,986,601	10,974,221	19,983,799
Amy Zegart	130,003,985	13,956,837	19,983,799

2. The stockholders considered a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026. This proposal was approved based upon the following votes:


For			162,870,324
Against			852,132
Abstain			222,165

3. The stockholders considered a proposal to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 195,000,000 to 245,000,000, as presented in the Company’s Proxy Statement. This proposal was approved based upon the following votes:


For			161,513,573
Against			2,190,431
Abstain			240,617

4. The stockholders considered a proposal to approve an amendment to the Company’s Certificate of Incorporation to provide for officer exculpation, as presented in the Company’s Proxy Statement. This proposal was approved based upon the following votes:


For			127,312,589
Against			16,326,148
Abstain			322,085
Broker Non-Votes			19,983,799

5. The stockholders considered a proposal to approve an amendment and restatement of the 2023 Equity Incentive Plan to increase the number of shares of Common Stock issuable under such plan by 6,900,000 shares, as presented in the Company’s Proxy Statement. This proposal was approved based upon the following votes:


For			141,381,593
Against			2,279,440
Abstain			299,789
Broker Non-Votes			19,983,799

6. The stockholders considered a proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as presented in the Company’s Proxy Statement. This proposal was approved based upon the following votes:


For			139,479,306
Against			4,089,389
Abstain			392,127
Broker Non-Votes			19,983,799

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


104						Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026

Kratos Defense & Security Solutions, Inc.

By: /s/ Marie Mendoza

Marie Mendoza

Senior Vice President, General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Kratos (KTOS) stockholders approve at the 2026 Annual Meeting?

Stockholders approved all proposals, including director elections, auditor ratification, an increase in authorized common shares, more shares for the 2023 Equity Incentive Plan, officer exculpation, and an advisory endorsement of executive compensation.

How many Kratos (KTOS) shares were outstanding and represented at the meeting?

There were 187,333,628 shares of common stock outstanding as of the record date. Holders of 163,944,621 shares were represented in person or by proxy at the Annual Meeting, establishing a strong quorum for voting.

By how much did Kratos (KTOS) increase its authorized common stock?

Stockholders approved raising authorized common stock from 195,000,000 to 245,000,000 shares. This 50,000,000-share increase expands the company’s capacity to issue additional equity in the future for corporate purposes.

What change was made to the Kratos (KTOS) 2023 Equity Incentive Plan?

Stockholders approved an amendment and restatement of the 2023 Equity Incentive Plan to increase the shares of common stock issuable under the plan by 6,900,000 shares, providing additional capacity for future equity-based compensation awards.

Did Kratos (KTOS) stockholders approve officer exculpation and say-on-pay?

Yes. Stockholders approved an amendment to the Certificate of Incorporation to provide for officer exculpation and, on an advisory non-binding basis, approved the compensation of the company’s named executive officers, indicating broad support for management’s pay programs.

Who is Kratos (KTOS) using as its auditor for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as Kratos’ independent registered public accounting firm for the fiscal year ending December 27, 2026, confirming the company’s existing external audit relationship for the upcoming fiscal period.

Filing Exhibits & Attachments

3 documents