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 TrailRound Rock, TX92131 (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