Outset Medical holders back directors, pay, auditor

Outset Medical, Inc. reported the results of its Annual Meeting of Stockholders held on June 4, 2026 via virtual audio webcast.

Rhea-AI Filing Summary

Outset Medical, Inc. reported the results of its Annual Meeting of Stockholders held on June 4, 2026 via virtual audio webcast. As of the April 9, 2026 record date, 18,529,233 shares of common stock were outstanding and entitled to vote, and 13,890,864 shares were represented at the meeting, establishing a quorum.

Stockholders elected Brent D. Lang and Karen Prange as Class III directors to serve until the 2029 annual meeting. They also approved, on a non-binding advisory basis, the 2025 compensation of the company’s named executive officers. In addition, stockholders ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 18,529,233 shares Shares present at meeting: 13,890,864 shares Votes for Brent D. Lang: 8,109,357 for +3 more

6 metrics

Shares entitled to vote 18,529,233 shares Common stock outstanding and entitled to vote as of April 9, 2026 record date

Shares present at meeting 13,890,864 shares Shares present virtually or by proxy at start of June 4, 2026 Annual Meeting

Votes for Brent D. Lang 8,109,357 for Election as Class III director, with 2,642,698 withheld and 3,138,809 broker non-votes

Votes for Karen Prange 10,317,822 for Election as Class III director, with 434,233 withheld and 3,138,809 broker non-votes

Say-on-pay support 7,548,774 for Advisory vote on 2025 named executive officer compensation; 3,196,870 against, 6,411 abstain, 3,138,809 broker non-votes

Auditor ratification support 13,554,287 for Ratification of KPMG LLP for FY ending December 31, 2026; 20,047 against, 316,530 abstain

Key Terms

Annual Meeting of Stockholders, broker non-votes, non-binding advisory basis, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"the Company held its Annual Meeting of Stockholders at 1:30 p.m. Pacific Time"

broker non-votes financial

"For | | Against | | Abstain | | Broker Non-Votes 7,548,774 | | 3,196,870 | | 6,411 | | 3,138,809"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"2025 compensation of the Company’s named executive officers ... on a non-binding advisory basis"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company financial

"Emerging growth company Item 5.07. Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Outset Medical (OM) report from its 2026 Annual Meeting?

Outset Medical reported voting results from its 2026 Annual Meeting. Stockholders elected two Class III directors, approved 2025 executive compensation on an advisory basis, and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

How many Outset Medical (OM) shares were eligible and present for the 2026 meeting?

Outset Medical had 18,529,233 shares eligible to vote at the meeting. As of the start of the Annual Meeting, 13,890,864 shares were present virtually or by proxy, which was sufficient to constitute a quorum for conducting business.

Which directors were elected at Outset Medical’s 2026 Annual Meeting?

Stockholders elected Brent D. Lang and Karen Prange as Class III directors. Each will serve until Outset Medical’s 2029 annual meeting of stockholders and until a successor is elected and qualified, consistent with the company’s classified board structure.

How did Outset Medical (OM) stockholders vote on 2025 executive compensation?

Stockholders approved 2025 executive compensation on an advisory basis. The say-on-pay proposal received 7,548,774 votes for, 3,196,870 against, and 6,411 abstentions, with 3,138,809 broker non-votes recorded on the item.

Which auditing firm did Outset Medical (OM) stockholders ratify for 2026?

Stockholders ratified KPMG LLP as Outset Medical’s independent auditor for 2026. The ratification received 13,554,287 votes for, 20,047 against, and 316,530 abstentions, with no broker non-votes reported on the auditor ratification proposal.

Which other directors continue to serve on Outset Medical’s board after the meeting?

Several directors continue to serve under the classified board structure. Following the 2026 Annual Meeting, Karen Drexler, D. Keith Grossman, Patrick T. Hackett, Kevin O’Boyle and Leslie Trigg remained as directors of Outset Medical.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/05/2026 - 04:05 PM Learn about SEC filing dates

false000148461200014846122026-06-042026-06-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2026

Outset Medical, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39513	20-0514392
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3052 Orchard Dr., San Jose, California		95134
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (669) 231-8200

Not Applicable

(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:

☐	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 Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		OM		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company 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 June 4, 2026, the Company held its Annual Meeting of Stockholders at 1:30 p.m. Pacific Time in a virtual format via live audio webcast (the “Annual Meeting”). As of April 9, 2026, the Company’s record date, there were a total of 18,529,233 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the beginning of the Annual Meeting, 13,890,864 shares of common stock were present virtually in person or by proxy, and, therefore, a quorum was present. Three items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

Proposal One: Election of Class III Directors

Each of Brent D. Lang and Karen Prange was elected to serve as a class III director to hold office until the Company’s 2029 annual meeting of stockholders and until the election and qualification of his or her successor. Votes were cast as follows:

		For		Withheld		Broker Non-Votes
Brent D. Lang		8,109,357		2,642,698		3,138,809
Karen Prange		10,317,822		434,233		3,138,809

Since the Board is divided into three classes with one class elected each year to hold office for a three-year term, the following directors continued to serve as directors of the Company immediately after the Annual Meeting: Karen Drexler, D. Keith Grossman, Patrick T. Hackett, Kevin O’Boyle and Leslie Trigg.

Proposal Two: Advisory Vote on Named Executive Officer Compensation

The proposal to approve the 2025 compensation of the Company’s named executive officers as disclosed in its 2026 proxy statement on a non-binding advisory basis was approved by the following vote:

For		Against		Abstain		Broker Non-Votes
7,548,774		3,196,870		6,411		3,138,809

Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following vote:

For		Against		Abstain		Broker Non-Votes
13,554,287		20,047		316,530		—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Outset Medical, Inc.
Date: June 5, 2026		By:	/s/ John Brottem
			John Brottem
			General Counsel

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.6 KB