Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On June 23, 2022, Knightscope, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders approved the Knightscope, Inc. 2022 Equity Incentive Plan (the "2022 Plan"). The 2022 Plan replaces the Company's 2016 Equity Incentive Plan. The 2022 Plan became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the 2022 Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 2, 2022 (the "Proxy Statement"). The summaries of the 2022 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2022 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

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

The Annual Meeting was held on June 23, 2022 as a virtual meeting online via live audio webcast. At the Annual Meeting, there were 126,119,122 votes represented either in person or by proxy, or 57.8% of the votes entitled to be cast at the Annual Meeting, which represented a quorum. The Company's stockholders voted on, and approved, the following proposals at the Annual Meeting:

Proposal 1. Election of seven directors to the Board of Directors to serve until the 2023 Annual Meeting of Stockholders and until their respective successors are elected and qualified





Nominee                   Votes For        Votes Withheld       Broker Non-Votes
Jackeline V. Fentanez     120,823,992           247,633              5,047,497
Patricia Howell           120,833,100           238,525              5,047,497
William Santana Li        120,444,505           627,120              5,047,497
Suzanne Muchin            120,832,975           238,650              5,047,497
Kristi Ross               120,832,908           238,717              5,047,497
Linda Keene Solomon       120,822,724           248,901              5,047,497
Patricia L. Watkins       120,827,211           244,414              5,047,497

Proposal 2. Ratification of the appointment of BPM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022





 Votes For       Votes Against       Abstentions      Broker Non-Votes
125,858,908          158,642            101,572                   -

Proposal 3. Approval of the Knightscope, Inc. 2022 Equity Incentive Plan





 Votes For       Votes Against       Abstentions       Broker Non-Votes
120,122,692          836,119            112,814             5,047,497

Item 9.01. Financial Statements and Exhibits.





Exhibit No.     Description
   10.1           Knightscope, Inc. 2022 Equity Incentive Plan
    104         Cover Page Interactive Data File (embedded within the Inline XBRL
                document)

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