OUST 8-K: Directors Elected, Auditor Ratified; Charter Change Fails

OUST 8-K: Directors Elected, Auditor Ratified; Charter Change Fails

Rhea-AI Filing Summary

Insights

FAQ

Q: What was the quorum at OUST's 2025 Annual Meeting?

Q: Did shareholders approve Ouster's executive compensation in 2025?

Q: Was the charter amendment for officer exculpation approved by OUST shareholders?

Q: Which audit firm will serve Ouster in fiscal year 2025?

Positive

Negative

8-K Event Classification

What was the quorum at OUST's 2025 Annual Meeting?

Did shareholders approve Ouster's executive compensation in 2025?

Was the charter amendment for officer exculpation approved by OUST shareholders?

Which audit firm will serve Ouster in fiscal year 2025?

Who were elected as Class I directors at Ouster's 2025 meeting?

Approximately 69.4% of outstanding common stock (37,349,466 shares) were represented.

Yes. The say-on-pay proposal received 19.5 million FOR versus 1.2 million AGAINST votes.

No. It garnered 18.2 million FOR and 2.5 million AGAINST votes, failing to meet the required threshold.

PricewaterhouseCoopers LLP was ratified with 99.4% shareholder support.

On 18 June 2025, Ouster, Inc. (OUST) held its 2025 Annual Meeting of Stockholders, with 37,349,466 shares (≈69.4% of outstanding) represented.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

On 18 June 2025, Ouster, Inc. (OUST) held its 2025 Annual Meeting of Stockholders, with 37,349,466 shares (≈69.4% of outstanding) represented.

Director elections: Class I nominees Christina C. Correia (94.6% of votes cast), Stephen A. Skaggs (94.6%) and Ernest E. Maddock (63.6%) were elected to serve until 2028.
Auditor ratification: PricewaterhouseCoopers LLP re-appointed with 37,136,015 FOR, 98,881 AGAINST, 114,570 ABSTAIN (99.4% support).
Say-on-pay: Executive compensation approved (19,544,944 FOR, 1,222,266 AGAINST, 213,459 ABSTAIN); 16,368,797 broker non-votes recorded.
Charter amendment: Proposal to add officer exculpation received 18,180,902 FOR, 2,502,260 AGAINST, 297,507 ABSTAIN, but failed to secure the required approval threshold.

No other matters were brought before shareholders.

High shareholder support for auditor ratification (99.4%) and executive compensation (93.4%) indicates investor confidence in current oversight and pay practices.

Officer-exculpation charter amendment failed, suggesting shareholder resistance to expanding liability protections and a potential governance concern.

TL;DR: Routine annual-meeting results; governance amendment fails, but overall market impact limited.

The 8-K discloses standard voting outcomes. Director slate and PwC ratification passed comfortably, signalling continued shareholder confidence. The advisory say-on-pay also cleared with >93% support, suggesting limited concern around executive remuneration. However, the defeat of the officer-exculpation charter amendment highlights a governance friction point; investors appear unwilling to broaden liability protections for management. Because the amendment’s failure does not alter existing protections, financial impact is minimal. Overall, the filing is informational rather than catalytic, leaving OUST’s valuation drivers—product adoption, revenue growth, and cash usage—unchanged.

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.

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

Approximately 69.4% of outstanding common stock (37,349,466 shares) were represented.

Yes. The say-on-pay proposal received 19.5 million FOR versus 1.2 million AGAINST votes.

No. It garnered 18.2 million FOR and 2.5 million AGAINST votes, failing to meet the required threshold.

PricewaterhouseCoopers LLP was ratified with 99.4% shareholder support.

Christina C. Correia, Stephen A. Skaggs, and Ernest E. Maddock were elected to serve until 2028.

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

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Accepted by SEC EDGAR 06/20/2025 - 04:06 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 18, 2025

Ouster, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39463

86-2528989

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

350 Treat Avenue

San Francisco, California 94110

(Address of principal executive offices) (Zip Code)

(415) 949-0108

(Registrant’s telephone number, including area code)

N/A

(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

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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, $0.0001 par value per share	OUST	Nasdaq Global Select Market
Warrants to purchase common stock expiring 2026	OUSTZ	Nasdaq Capital Market
Warrants to purchase common stock expiring 2025	OUSTW	Nasdaq Global Select Market

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 18, 2025, Ouster, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, a total of 37,349,466 shares of common stock were present in person or represented by proxy, representing approximately 69.4% of the Company’s outstanding common stock as of April 21, 2025, the record date for the 2025 Annual Meeting. The following are the voting results for the proposals considered and voted upon at the 2025 Annual Meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025.

Item 1 - Election of three Class I directors to serve until the Company’s 2028 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified.


NOMINEE	Votes FOR		Votes WITHHELD		Broker Non-Votes
Christina C. Correia		19,851,314		1,129,355		16,368,797
Stephen A. Skaggs		19,841,903		1,138,766		16,368,797
Ernest E. Maddock		13,337,799		7,642,870		16,368,797

Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

Votes

FOR

Votes

AGAINST

Votes

ABSTAINED

Broker

Non-Votes

37,136,015

98,881

114,570

Item 3 – Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Votes

FOR

Votes

AGAINST

Votes

ABSTAINED

Broker

Non-Votes

19,544,944

1,222,266

213,459

16,368,797

Item 4 – Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware.

Votes

FOR

Votes

AGAINST

Votes

ABSTAINED

Broker

Non-Votes

18,180,902

2,502,260

297,507

16,368,797

Based on the foregoing votes, each of Christina C. Correia, Stephen A. Skaggs and Ernest E. Maddock was elected as a Class I director and Items 2 and 3 were approved. Item 4 was not approved. No other items were presented for stockholder approval at the 2025 Annual Meeting.

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.

Source: View Original Filing on SEC EDGAR

OUSTER, INC.

Date: June 20, 2025

/s/ Megan Chung

Megan Chung

General Counsel and Secretary