California-based Knightscope, Inc., a firm specializing in communications equipment manufacturing, announced the results of its annual stockholders meeting held on Thursday, August 16, 2024. The meeting saw the election of board members and approval of significant corporate amendments, as detailed in a recent 8-K filing with the SEC.
Stockholders re-elected William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the company's Board of Directors. The directors are slated to serve until the 2025 annual meeting and until their successors are duly elected and qualified. The vote demonstrated strong support for the incumbents, with Li receiving 162,239,664 votes in favor.
In addition to board elections, stockholders ratified the appointment of BPM LLP as Knightscope's independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposal received overwhelming support, with 195,652,874 votes for and 1,738,574 against.
A key corporate action approved was the authorization for a reverse stock split of the company's Class A and Class B Common Stock at a ratio between 1-for-5 and 1-for-50, as determined by the Board. The reverse stock split is subject to the Board’s discretion, including the decision to abandon such amendments. This proposal garnered 187,392,499 votes in favor for the Class A Common Stock and 187,559,609 votes in favor of the Class B Common Stock.
Further amendments to the company's certificate of incorporation were also approved. These include the authorization of 40,000,000 shares of "blank check" preferred stock and changes related to the removal of provisions for the company's former Super Voting Preferred Stock and Ordinary Preferred Stock. The proposal passed with 159,327,695 votes in favor.
Additionally, stockholders approved amendments to exculpate officers from breaches of fiduciary duty to the extent permitted by law and to set exclusive forums for certain claims related to the company. These proposals received 142,445,999 and 159,970,619 votes in favor, respectively.
An adjournment proposal was also passed, which allows for the meeting to be adjourned if necessary to solicit additional proxies in case there are insufficient votes to approve certain proposals. This was approved with 188,723,383 votes in favor.
This update is based on a press release statement.
InvestingPro Insights
In the wake of Knightscope's annual stockholders meeting, the company's financial health and market performance remain pivotal for investors monitoring the aftermath of corporate decisions. According to InvestingPro data, Knightscope has a market capitalization of 32.52 million USD, which is indicative of its size within the communications equipment manufacturing sector. Despite a notable 16.7% revenue growth over the last twelve months as of Q2 2024, the company's gross profit margin stands at a concerning -32.41%, reflecting challenges in converting sales into actual profit.
InvestingPro Tips highlight that Knightscope has been quickly burning through cash and is not expected to be profitable this year, which might be a point of concern for investors considering the long-term viability of the company. Additionally, with a significant return over the last week, the stock has exhibited high price volatility, a characteristic that risk-averse investors might find unsettling. Notably, Knightscope does not pay a dividend, which could influence the investment decisions of income-focused shareholders.
For investors seeking a more comprehensive analysis, there are additional InvestingPro Tips available, providing deeper insights into Knightscope's financial health and market performance. These tips can be accessed by visiting the InvestingPro platform for Knightscope (https://www.investing.com/pro/KSCP).
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