KULR Sets Virtual Shareholder Meeting, Seeks Equity Plan Approval

TL;DR

**KULR's new equity plan is a must-pass to keep talent, but the auditor switch needs a close look.**

AI Summary

KULR Technology Group, Inc. (KULR) is holding its virtual Annual Meeting of Shareholders on November 21, 2025, to address four key proposals. Shareholders will vote on the election of five directors, the ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and the approval of the KULR Technology Group, Inc., 2025 Equity Incentive Plan. Additionally, a non-binding advisory vote on executive compensation will take place. As of the September 24, 2025 Record Date, KULR had 42,584,162 shares of common stock outstanding and 1,000,000 shares of Series A Voting Preferred Stock outstanding, with each preferred share carrying 100 votes. The Board of Directors unanimously recommends a 'FOR' vote on all proposals. The company is transitioning its auditor from Marcum LLP to CBIZ CPAs P.C. and is seeking approval for a new equity incentive plan to attract and retain talent.

Why It Matters

This DEF 14A filing outlines critical governance decisions for KULR Technology Group, impacting investor confidence and future operational strategy. The approval of the 2025 Equity Incentive Plan is crucial for KULR's ability to attract and retain key talent in a competitive market, directly influencing its innovation and growth trajectory. The ratification of CBIZ CPAs P.C. as the new auditor signals a change in financial oversight, which investors will scrutinize for continuity and independence. For employees, the equity plan could offer significant incentives, while customers and the broader market will watch these governance moves for signs of stability and strategic direction in the thermal management and battery safety sector.

Risk Assessment

Risk Level: medium — The filing indicates a change in the independent registered public accounting firm from Marcum LLP to CBIZ CPAs P.C., which can sometimes signal underlying issues or a desire for a fresh perspective, introducing a moderate level of uncertainty. While the filing doesn't detail specific financial risks, the approval of a new equity incentive plan could lead to shareholder dilution if not managed carefully, impacting the 42,584,162 common shares outstanding.

Analyst Insight

Investors should vote 'FOR' the 2025 Equity Incentive Plan to support KULR's talent retention and growth, but also scrutinize the rationale behind the auditor change. Review the upcoming 8-K for detailed voting results and any further disclosures regarding the auditor transition.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

+0%

Key Numbers

• 42,584,162 — Common shares outstanding (Entitled to vote as of September 24, 2025 Record Date)
• 1,000,000 — Series A Voting Preferred Stock outstanding (Each share carries 100 votes)
• 33 1/3% — Quorum requirement (Percentage of voting power required for Annual Meeting)
• 10:00 a.m. Eastern Time — Annual Meeting start time (Virtual meeting on November 21, 2025)
• 5 — Number of directors (To be elected at the Annual Meeting)
• 2025 — Equity Incentive Plan year (Seeking shareholder approval)
• September 24, 2025 — Record Date (For determining shareholders entitled to vote)
• 104 — Holders of record (As of the Record Date)

Key Players & Entities

• KULR Technology Group, Inc. (company) — Registrant
• Michael Mo (person) — Chief Executive Officer and Chairman
• Shawn Canter (person) — Chief Financial Officer
• CBIZ CPAs P.C. (company) — Proposed independent registered public accounting firm
• Marcum LLP (company) — Resigned independent registered public accounting firm
• U.S. Securities and Exchange Commission (regulator) — Approves householding procedures
• Broadridge Financial Solutions (company) — Inspector of Election
• VStock Transfer, LLC (company) — Transfer agent
• Webster, Texas (location) — Company headquarters
• November 21, 2025 (date) — Annual Meeting date

FAQ

Industry Context

KULR Technology Group, Inc. operates in the technology sector, likely focusing on areas related to advanced materials, thermal management, or energy storage solutions given their focus on equity incentives for talent. The competitive landscape in such technology-driven industries is typically characterized by rapid innovation, significant R&D investment, and a constant need to attract and retain specialized engineering and scientific talent. Industry trends often involve the push for more efficient, sustainable, and high-performance solutions, particularly in emerging markets like electric vehicles, aerospace, and advanced electronics.

Regulatory Implications

As a publicly traded company, KULR is subject to SEC regulations and stock exchange rules, necessitating transparent financial reporting and adherence to corporate governance standards. The approval of the equity incentive plan and the ratification of the auditor are standard regulatory requirements for annual meetings. Changes in accounting standards or new regulations related to executive compensation or corporate disclosures could impact the company's reporting and compliance obligations.

What Investors Should Do

1. Review the proxy statement thoroughly, paying attention to the details of the 2025 Equity Incentive Plan and the rationale for changing auditors.
2. Vote your shares by the deadline, either electronically, by phone, or by returning a proxy card, to ensure your vote is counted.
3. Consider the Board of Directors' unanimous recommendation to vote 'FOR' all proposals, but make an independent decision based on your investment objectives.
4. If holding shares in 'street name,' follow the instructions provided by your broker or bank to vote your shares.

Key Dates

• 2025-11-21: Annual Meeting of Shareholders — Shareholders will vote on director elections, auditor ratification, equity incentive plan approval, and executive compensation.
• 2025-09-24: Record Date — Determines which shareholders are entitled to vote at the Annual Meeting.
• 2024-12-31: Fiscal Year End — The financial year for which the independent auditor is being ratified and for which the annual report is provided.
• 2025-10-06: Date of Notice of Annual Meeting — Indicates when the proxy materials were distributed to shareholders.

Glossary

DEF 14A

A filing with the SEC that provides definitive proxy material for an annual or special meeting of security holders. (This document is the DEF 14A filing for KULR Technology Group, Inc.'s annual meeting.)

Record Date

The date set by the company to determine which shareholders are eligible to receive dividends or vote at a shareholder meeting. (Sets the eligibility for voting at the November 21, 2025 Annual Meeting.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (33 1/3% of the voting power is required for the Annual Meeting to proceed.)

Series A Voting Preferred Stock

A class of preferred stock that carries voting rights, in this case, 100 votes per share. (These shares significantly impact the total voting power available at the meeting.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (Shareholders are voting on the approval of the 2025 Equity Incentive Plan to attract and retain talent.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Shareholders are voting to ratify the appointment of CBIZ CPAs P.C. as the company's auditor.)

Non-binding advisory vote

A shareholder vote on a corporate matter that is advisory and non-binding on the corporation's board of directors. (Shareholders will vote on executive compensation in this advisory capacity.)

Year-Over-Year Comparison

This filing indicates a transition in the company's independent auditor from Marcum LLP to CBIZ CPAs P.C., a significant change that warrants shareholder attention. The introduction of the KULR Technology Group, Inc., 2025 Equity Incentive Plan suggests a renewed focus on talent acquisition and retention strategies. Specific financial metrics for comparison are not available in this proxy statement, as it primarily focuses on upcoming shareholder votes and governance matters rather than a detailed year-over-year financial performance review.

Filing Documents

• tm2526912d1_def14a.htm (DEF 14A) — 587KB
• tm2526912d1_pre14aimg001.jpg (GRAPHIC) — 21KB
• 0001104659-25-096890.txt ( ) — 1235KB
• kulr-20241231.xsd (EX-101.SCH) — 10KB
• kulr-20241231_def.xml (EX-101.DEF) — 3KB
• kulr-20241231_lab.xml (EX-101.LAB) — 37KB
• kulr-20241231_pre.xml (EX-101.PRE) — 3KB
• tm2526912d1_def14a_htm.xml (XML) — 93KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 KULR TECHNOLOGY GROUP, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. KULR Technology Group, Inc. 555 Forge River Road, Suite 100, Webster, Texas 77598 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 21, 2025 10:00 A.M. EASTERN TIME TO THE STOCKHOLDERS OF KULR TECHNOLOGY GROUP, INC.: The annual meeting of shareholders (the "Meeting") of KULR Technology Group, Inc. (which we refer to as "KULR" or the "Company") will be a completely virtual meeting of shareholders. To participate please visit www.virtualshareholdermeeting.com/KULR2025 There will not be a physical location for the Annual Meeting. At the Annual Meeting, the holders of the Company's outstanding capital stock will act on the following matters: 1. To elect five directors to serve until the next annual meeting of shareholders; 2. To ratify the appointment of CBIZ CPAs P.C. as the Company's independent registered public accounting firm; 3. To approve the KULR Technology Group, Inc., 2025 Equity Incentive Plan. 4. To approve, on a non-binding advisory basis, the compensation paid to the Company's named executive officers; We also will transact such other business as may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting. These matters are more fully described in the proxy statement accompanying this notice. Only holders of the Company's common stock, and the Series A voting preferred stock, of record at the close of business on September 24, 2025 ("Record Date"), are entitled to notice of and to vote at the Annual Meeting. A proxy statement containing important information about the Annual Meeting and the matters being voted upon appears on the following pages. The Board of Directors recommends that you vote "FOR" the proposals set forth in this Notice of Annual Meeting of Shareholders and the Proxy Statement. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING The Company has enclosed a copy of the proxy Report"). The proxy statement, the Annual Meeting notice and proxy card, or a notice of internet availability of proxy materials and the Annual Report are also available at http://materials.proxyvote.com/50125G . The Company is paying the costs of the solicitation. If you have any questions or need assistance voting your shares of our common stock, please contact the Company at (408) 663-5247. BY ORDER OF THE BOARD OF DIRECTORS /s/ Michael Mo Michael Mo Chief Executive Officer and Chairman Webster, Texas October 6, 2025. PLEASE NOTE: The Annual Meeting will be held to tabulate the votes cast and to report the results of voting on the items described above. No other business matters are planned for the Annual Meeting. TABLE OF CONTENTS QUESTIONS AND ANSWERS 1 THE ANNUAL MEETING 6 Date, Time and Place 6 Matters to be Considered 6 Record Date; Shares Outstanding and Entitled to Vote 6 Quorum 7 Vote Required 7 Recommendations of our Board of Directors 7 of Directors and Executive Officers 7 How to Vote Your Shares 7 How to Change Your Vote 8 Counting Your Vote 8 PROPOSAL NO. 1 — ELECTION OF DIRECTORS 8 Proposal 8 Nominees for Directors 8 Required Shareholder Vote and Recommendation of Our Board of Directors 9 DIRECTORS, OFFICERS AND KEY EMPLOYEES 9 CORPORATE GOVERNANCE 11 Code of Business Conduct and Ethics 11 Insider Trading Policy 11 Involvement in Certain Legal Proceedings 12 Board Leadership Structure 12 Board Committees 13 Audit Committee 13 Compensation Committee 13 Nominating and Corporate Governance Committee 14 Board of Director Meetings and Attendance 14 PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 14 Proposal 14 Resignation of Marcum LLP as Our Independent Registered Public Accounting Firm 15 Approval of Appointment of CBIZ CPAs P.C. as Our New Independent Registered Public Accounting Firm 15 Audit Fees 15 Fee Category 16 Audit Committee 16 Required Shareholder Vote and Recommendation of Our Board of Directors 16 AUDIT COMMITTEE REPORT 17 PROPOSAL NO.3 — APPROVAL OF THE 2

View Full Filing

View this DEF 14A filing on SEC EDGAR