Kratos Defense & Security Solutions (KTOS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 12, 2026, with stockholders voting on key proposals including director elections, auditor ratification, amendments to the certificate of incorporation, equity plan changes, and executive compensation approval.

• The Board unanimously recommends voting in favor of all proposals, emphasizing the importance of stockholder participation and proxy voting via internet, phone, or mail.

• Proxy materials are available online, and stockholders can request paper copies if desired.

Voting matters and shareholder proposals

• Stockholders will vote to elect eight directors, ratify Deloitte & Touche LLP as auditor, approve an increase in authorized common stock, provide for officer exculpation, amend the 2023 Equity Incentive Plan, and cast an advisory vote on executive compensation.

• The Board recommends a vote “FOR” all director nominees and each proposal.

• Voting requirements vary: plurality for directors, majority present or outstanding for other proposals.

Board of directors and corporate governance

• The Board consists of eight directors, six of whom are independent; all are standing for re-election.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with independent members and defined charters.

• Annual self-assessments and executive sessions are conducted to ensure effectiveness and independence.

• The Board values diversity, relevant industry experience, and security clearances for directors.