Ooma (OOMA) investors back board nominees, auditor and executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Ooma, Inc. reported the final results of its annual stockholder meeting held on June 4, 2026. Stockholders representing 23,448,582 shares, or approximately 85.2% of outstanding common stock on the record date, were present in person or by proxy, establishing a quorum.

Two Class II directors, Susan G. Butenhoff and Russ Mann, were elected to serve until the 2029 annual meeting or until successors are elected and qualified. KPMG LLP was ratified as independent registered public accounting firm for the fiscal year ending January 31, 2027. Stockholders also approved, on a non-binding advisory basis, the Company’s executive compensation for the fiscal year ended January 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 represented: 23,448,582 shares Quorum percentage: 85.2% Votes for Butenhoff: 12,259,460 votes +3 more

6 metrics

Shares represented 23,448,582 shares Present or by proxy at annual meeting; about 85.2% of outstanding

Quorum percentage 85.2% Percentage of total outstanding common shares represented at meeting

Votes for Butenhoff 12,259,460 votes Election of Class II director Susan G. Butenhoff

Votes for Mann 17,355,865 votes Election of Class II director Russ Mann

Auditor ratification for votes 23,265,635 votes For ratification of KPMG LLP as independent auditor

Say-on-pay for votes 17,705,978 votes For non-binding advisory approval of executive compensation

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory vote, emerging growth company, +1 more

5 terms

broker non-votes financial

"Broker Non-votes (all Directors)"

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.

independent registered public accounting firm financial

"independent registered public accounting firm for the fiscal year ending January 31, 2027"

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.

non-binding advisory vote financial

"Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

emerging growth company regulatory

"Emerging growth company"

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.

quorum financial

"which constituted a quorum, were present in person or by proxy"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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Understanding 8-K Material Events →

06/08/2026 - 06:45 PM

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 04, 2026

    

Ooma, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37493	06-1713274
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

525 ALMANOR AVENUE SUITE 200
SUNNYVALE, California		94085
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 650 566-6600

    

(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, par value $0.0001	OOMA	The New York Stock Exchange

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.

At the annual meeting of stockholders of Ooma, Inc. (the "Company") held on June 4, 2026 (the “Annual Meeting”), stockholders holding and entitled to vote 23,448,582 shares of common stock of the Company, or approximately 85.2% of the total outstanding shares of common stock on the record date for the Annual Meeting, which constituted a quorum, were present in person or by proxy. At the Annual Meeting, the stockholders voted on the following three proposals, each of which is described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2026. The voting results are reported below.

Proposal No. 1: Election of Directors. The following individuals were elected to the Board as Class II directors to hold office until the 2029 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until his or her earlier resignation or removal. The results of the election were as follows:


Nominee	For	Withheld
Susan G. Butenhoff	12,259,460	6,022,830
Russ Mann	17,355,865	926,425
		Broker Non-votes (all Directors)
		5,166,292

Proposal No. 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm. The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. There were no broker non-votes on this proposal. The results of the ratification were as follows:


For	Against	Abstain
23,265,635	17,738	165,209

Proposal No. 3: Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers. The stockholders approved, on an advisory basis, the Company’s executive compensation for the fiscal year ended January 31, 2026. The voting results were as follows:


For	Against	Abstain	Broker Non-votes
17,705,978	528,798	47,514	5,166,292

The results reported above are final voting results.

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 hereunto duly authorized.


			Ooma, Inc.

Date:	June 8, 2026	By:	/s/ Shig Hamamatsu
			Shig Hamamatsu Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Ooma (OOMA) stockholders vote on at the 2026 annual meeting?

Ooma stockholders voted on three items: election of two Class II directors, ratification of KPMG LLP as independent auditor for the fiscal year ending January 31, 2027, and a non-binding advisory vote approving executive compensation for the fiscal year ended January 31, 2026.

How many Ooma (OOMA) shares were represented at the 2026 annual meeting?

Stockholders representing 23,448,582 shares of Ooma common stock were present or represented by proxy, equal to approximately 85.2% of outstanding common shares on the record date. This level of participation established a valid quorum for conducting official business at the meeting.

Were Ooma’s director nominees elected at the 2026 annual meeting?

Yes. Susan G. Butenhoff and Russ Mann were elected as Class II directors. Butenhoff received 12,259,460 votes for and 6,022,830 withheld, while Mann received 17,355,865 votes for and 926,425 withheld, with 5,166,292 broker non-votes recorded for the director elections.

Did Ooma (OOMA) stockholders ratify KPMG LLP as the company’s auditor?

Yes. Stockholders ratified the selection of KPMG LLP as Ooma’s independent registered public accounting firm for the fiscal year ending January 31, 2027, with 23,265,635 votes for, 17,738 against, and 165,209 abstentions, and no broker non-votes on this proposal.

How did Ooma (OOMA) stockholders vote on executive compensation in 2026?

Stockholders approved Ooma’s executive compensation on a non-binding advisory basis. The compensation for the fiscal year ended January 31, 2026 received 17,705,978 votes for, 528,798 against, 47,514 abstentions, and 5,166,292 broker non-votes, indicating majority support for the pay program.

What is the term of office for the Class II directors elected at Ooma’s meeting?

The Class II directors elected at Ooma’s annual meeting will serve until the 2029 annual meeting of stockholders, or until their successors are duly elected and qualified, or until earlier resignation or removal, consistent with the company’s classified board structure and governance framework.

Filing Exhibits & Attachments

1 document