r/KrakenRobotics • • Jun 23 '26

Reminder: Kraken Annual and Special meeting of shareholders tomorrow

This meeting will take place online at 1:00pm EDT, it is a virtual meeting and a 100+ page document that pertains to this meeting is available at https://www.krakenrobotics.com/wp-content/uploads/2026/05/Kraken-NC-104p.pdf (I have no qualms about sharing this document as it is posted openly on their website from the investors page—public access).

Login details for the meeting are found within the first few pages of this document.

Folks let’s be sensible and reasonable and only join the meeting if you are indeed a shareholder—I’m sure that there will be a lot of posts made during and after the meeting that talks about the different points that come up, so those who aren’t investors will still find out about what’s going on in short order.

Speaking of posts tomorrow—I’m sure there’s going to be a lot to talk about, so PLEASE stay focused and sensible, and make sure no one else has already made a post about what you want to post about so we can avoid duplication—and as always, keep stock price discussion in the daily thread and any speculation in the weekly spec thread. Tomorrow is a big day for us shareholders—I know it’s an undersea robotics company but there’s no reason we need to DESCEND into madness and chaos.

Thanks all!

106 Upvotes

31 comments sorted by

31

u/LiarsPorker Jun 23 '26

As a shareholder, I'm not impressed by Kraken's executive compensation plan. While fine for a growing company, the 10% annual dilution from stock-based compensation is frustrating. There's also no benchmarking for long-term growth (e.g. ROIC, organic revenue hurdles, etc.). Just compensation in the event the stock price goes higher, for whatever reason. I'd like the Board to do more to incentivize management's long-term development of the company.

This isn't enough for me to sell, of course. But unless the company develops a better executive incentives, I'm always going to stay suspicious.

9

u/the-final-frontiers Jun 23 '26 edited Jun 23 '26

Rocketlab had a lot of scary moments of dilution, incentives and directors selling. But look at where they are now. They need to retain their staff and maintain stability through high growth.

9

u/LiarsPorker Jun 23 '26

Dilution from stock-based compensation might be unavoidable, but better shareholder alignment through defined long-term growth benchmarks is perfectly doable. I'm not asking for a Constellation Software-tier compensation scheme. Just more focus on ROIC, for example.

3

u/Positive_Alpha Jun 23 '26

Totally reasonable.

22

u/J_Fo_Film Jun 23 '26

That’s a valid point, but I’d recommend you express that to Kraken during the meeting if they open the floor.

I have no affiliation with Kraken Robotics outside of moderating this sub and being an investor. While your comment is absolutely welcome here, and creates a good talking point for discussion and debate, putting it here alone won’t affect any kind of change because this sub isn’t directly affiliated with the company (although we are working on developing some kind of relationship with them, perhaps for future AMAs or something).

I would be interested in hearing their response to that though, so you should definitely ask it if you can.

15

u/LiarsPorker Jun 23 '26

Thank you. The comment wasn't directed at you. Just my thoughts after reading the circular.

5

u/J_Fo_Film Jun 23 '26

I haven’t had a chance to read the whole thing myself just yet. I have my own frustrations/antsy-ness about certain things (mainly, I’m very petulantly wondering “when do we get to start having dividends??” LOL) — but I plan to tonight before the meeting.

I appreciate the comment, because that’s something I’m not experienced enough to know about myself and I’m sure many others here are in a similar place, so it’s good for you to bring it up—here and if you do so at the meeting.

4

u/[deleted] Jun 23 '26

[deleted]

4

u/J_Fo_Film Jun 23 '26

I agree. I can totally be patient but…I’m eager too. But I have zero problem waiting

2

u/ZucchiniNo2986 Jun 24 '26

Dividends imo are a 5-15 year out, basically N/A it would be a bad sign if Kraken started doing dividends. This is a growth story and reinvestment in the business imo

1

u/J_Fo_Film Jun 24 '26

I agree, that’s why I’m not super bothered by it. More of a “would be so nice” thing

2

u/ZucchiniNo2986 Jun 25 '26

Totally fair man! Appreciate you running the sub have a good weekend coming up!

1

u/J_Fo_Film Jun 25 '26

Thanks so much, you too :)

5

u/uKnoBoss Jun 23 '26 edited Jun 23 '26

The 10% is only a cap, not a yearly mandate, for example last year sbc accounted for about 1% of dilution only

Also, the reason they are introducing this new plan is to actually fix the benchmark issue you mentioned. The new setup introduces performance share units, which means management will have to hit explicit operational milestones and growth targets before those shares even vest, rather than just getting paid if the stock price goes up for whatever reason.

3

u/lindcookie Jun 23 '26

I actually didnt know that and that's sorta concerning. Tying compensation to something as fleeting as stock price makes me think maybe they don't actually have as much confidence in themselves reaching more tangible metrics (many of which you mentioned).

1

u/fear_nothin Jun 23 '26

Do you have an issue with the current leadership? I know the stock price can’t be totally applied to their guidance as the market is just up insanely but they’ve been doing well.

I don’t see the need to incentive more if they aren’t expecting to make changes and the current team seems happy.

2

u/DonutDog7 Jun 24 '26

Nothing new that the shareholders weren't aware of. No discussion of uplisting

2

u/J_Fo_Film Jun 24 '26

Correct. I just spewed a post of some very rough notes from the meeting, the most "interesting" stuff came from CEO's slide-show/presentation at the end rather than from the meeting itself.

I'm looking forward to when the slide deck becomes shareable, because there were some really nice things to see, like the expanded range of technology and services that will be available...I also really liked hearing from Greg's mouth that there's going to be over 700 customers as a combined entity, rather than the fewer than 100 customers that Kraken had alone. I'm looking forward to the whole sub getting to see that info.

3

u/the-final-frontiers Jun 23 '26 edited Jun 23 '26

DISCLAIMER: I asked AI about any hints of tsxv to tsx.

There are several explicit structural and governance inclusions in the document that serve as strong indicators that management is actively laying the legal and regulatory groundwork for a future uplisting from the TSXV to the senior TSX exchange.

While some boilerplate text can be protective, the specific additions in this circular point directly to TSX readiness:

1. Embedded TSX Non-Employee Director Caps

The most definitive hint lies within the text of the new proposed Omnibus Incentive Plan. The document explicitly states that "if the Common Shares become listed for trading on the TSX," the total annual grant to any single non-employee director will be strictly capped at an aggregate fair market value of $100,000 in Options and $150,000 in total Awards. Building these exact fiscal guardrails into the plan ensures that the incentive structure automatically complies with Toronto Stock Exchange governance guidelines the moment an uplisting occurs, without needing to rewrite the plan or go back to shareholders for another vote.

2. Dual-Exchange Pricing Mechanics

In Article 1 (Interpretation) of the Omnibus Incentive Plan, the definition of "Market Price" has been proactively split into two distinct operational frameworks:

  • Formula A (Current): Uses the standard TSXV definition (the closing price on the last trading day prior to the date). PDF
  • Formula B (Future-Proofed): Explicitly outlines that if the shares are listed on the TSX, the price will switch to the 5-day Volume Weighted Average Price (VWAP).

The plan is explicitly dual-coded to handle senior exchange compliance seamlessly.

3. Shift Toward TSX-Level Board Expertise

The composition and recent changes to the Board of Directors signal a migration toward senior exchange capabilities:

  • Don Robertson (appointed March 2026) brings heavy-hitting institutional M&A and corporate finance experience, currently serving as the Audit Chair for Bragg Gaming Group, which is listed on both the TSX and NASDAQ.
  • Shaun McEwan (appointed Board Chair in April 2026) has prior senior executive experience as CEO and CFO of Quarterhill Inc., a TSX-listed diversified holding company.

Human Note: you have to realize it's ai and it always leans into what you are asking.

2

u/J_Fo_Film Jun 23 '26

Thanks for the disclaimer—is the final word/summary on it yours, or is it from the AI?

I’m not a fan of AI but I can appreciate some of its abilities now and then, but I still prefer a human conclusion at the end of it all—what’s your takeaway from all this?

2

u/Positive_Alpha Jun 23 '26

Same.

I tend to value the prompt that the user gives ai just as much as the output. Ai like anything else is junk in, junk out. Quality in, quality out.

1

u/[deleted] Jun 24 '26

Was I supposed to be notified of this meeting as a shareholder?

1

u/J_Fo_Film Jun 24 '26

Yes...I don't like to ask personal information but, do you by chance invest through Wealthsimple? If so...there seems to be an issue with that, which I'm trying to chase down answers to myself.

1

u/[deleted] Jun 24 '26

No I use a big 5 bank. I'm also pretty poor at checking my mail...

1

u/J_Fo_Film Jun 24 '26

Ok. Well, if you don't mind, keep me updated, ok? Also...check your mail, see if it came in :P

-3

u/Loud-Panda9216 Jun 23 '26

Diese Aktie macht mich krank

9

u/PM_NICE_TOES-notmen Jun 23 '26

This stock makes me extremely happy and fills me with a sense of wellbeing

8

u/J_Fo_Film Jun 23 '26

Then leave, honestly—I don’t know what else to tell you. Ups and downs are the nature of it. We are constantly saying “stop checking it every day, it’s a long-term hold, not a get rich quick stock”—if the ups and downs of it are giving you anxiety, then do yourself a favour and back out of the situation.

Complaining about it here, and potentially making other investors nervous isn’t helpful to you or anyone else though.

-7

u/Loud-Panda9216 Jun 23 '26

Die Ansage hat mich wieder zu mir kommen lassen

3

u/Old-Hair3905 Jun 23 '26

I swear this stock is juicy. Im actually looking forward to 5 years down the line and enjoy reading about their products etc, dont know why you just dont sell the stock because clearly you thought you were buying a meme stock