Knightscope, Inc. (KSCP) Earnings Call Transcript & Summary

Hello, and welcome to the 2026 Annual Meeting of Stockholders of Knightscope, Inc. [Operator Instructions]. It is now my pleasure to turn today's meeting over to William Santana Li, the Founder, Chairman, Chief Executive Officer and President of Knightscope. Mr. Li, the floor is yours.

Thank you, and good afternoon. I'm William Santana Li, the Founder, Chairman, Chief Executive Officer and President of Knightscope and Chairperson of today's meeting. I'm very happy to welcome you to this annual meeting. From the company, we also have Apoorv Dwivedi, our EVP, Chief Financial Officer and Secretary, who will serve as Secretary of this meeting. Before I call the meeting to order, Apoorv will introduce you to the other members of the Board who may be present with us today.

Thanks, Bill. The other members of the Board that may join us today are William G. Billings, Robert A. Mocny and Melvin W. Torrie. I would also like to introduce Jeff Dietrich, Partner at BPM LLP, the company's independent auditor, who will be available to respond to appropriate questions via follow-up e-mails. Finally, I also have on the line [ Chris Perkins ], a representative of Computershare Trust Company N.A., who will serve as the Inspector of Election at today's meeting.

I now call the meeting to order. We will proceed with the formal business of the meeting as indicated in the notice of annual meeting and the company's proxy statement. I'll now turn the meeting over to our CFO, Apoorv Dwivedi. Apoorv?

Thanks, Bill. The polls open today, September 2, 2026, at 1:00 p.m. Pacific Time for voting on the 3 proposals before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. On the virtual meeting web page, you will find the agenda and the rules of conduct for the meeting. Note that only stockholders who are logged into the meeting using their control number will be able to vote and submit questions at today's meeting. If you would like to submit a question, you may enter your question in the question-and-answer function on the annual meeting web page or reach out to us at ir@knightscope.com. You must include your name and your e-mail address and if applicable, your organization with your question. We intend to respond to appropriate questions within a reasonable time after the annual meeting. I will file the proof of mailing of notice of the meeting with the records of the meeting. All stockholders of record at the close of business day on July 15, 2026, or holders of a valid proxy are entitled to vote at today's meeting. The Inspector of Election has complete list of holders of record of the company's capital stock on the record date for the meeting and for stockholders who have entered a valid control number. The stockholder list is also available during this meeting on the bottom panel of your screen. The Inspector of Election, [ Chris Perkins ], has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. The presence in person or by proxy of the holders of shares of stock having 1/3 of the votes, which could be cast by the shareholders of all outstanding shares of stock entitled to vote at the meeting is required for a quorum. As of the record date of July 15, 2026, there were 19,856,782 shares of our Class A common stock and 290,095 shares of our Class B common stock issued and outstanding. Together, eligible to cast a total of 22,757,732 votes. At least 1/3 of those votes are necessary for a quorum, and Mr. [ Perkins ] has informed me that more than 1/3 of the votes are represented at this meeting online or by proxy. I therefore declare that a quorum is present and this meeting will be duly constituted for the transaction of business. The stockholders will continue -- consider 3 proposals at today's meeting. The Board recommends that the stockholders vote for each of the nominees in proposal 1 and for each of the proposals in 2 and 3. The first item of business is the reelection of each of William Santana Li, William G. Billings, Robert A. Mocny and Melvin W. Torrie to the Board to serve until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The second item of business is the ratification of the appointment of BPM LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The third item of business is the approval of the second amendment to the company's 2022 Equity Incentive Plan to increase the available number of shares of Class A common stock available for issuance under the 2022 plan by 10 million shares. If you wish to vote and you haven't already, please vote now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or you have voted by telephone or the Internet. We will pause for approximately 30 seconds before closing the voting polls, starting now. [Voting]

The time is now 1:08 p.m. on September 2, 2026, Pacific Standard Time, and the polls are now closed for voting. The Inspector of Elections will count the votes. Based on the preliminary report of the Inspector of Election, the reelection of each of William Santana Li, William G. Billings, Robert A. Mocny and Melvin W. Torrie to the Board to serve until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified has been approved. The ratification of the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, has been approved. And the second amendment to our 2022 Equity Incentive Plan to increase the number of available shares of the company's Class A common stock by 10 million shares has been approved. The final report of the Inspector of Election will be kept with the company's records of the annual meeting, and the final tally of the votes will be published within 4 business days in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission. With that, the formal portion of the meeting has now concluded. In closing, I want to thank all of our stockholders and everyone on the line today for your interest in Knightscope, Inc. This concludes our annual meeting. Operator, you may disconnect the line.

This concludes the meeting. You may now disconnect.