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Ouster (OUST) investors approve share increase, reject added officer exculpation

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ouster, Inc. held its 2026 annual stockholder meeting on June 17, 2026, where shareholders approved an amendment to double the company’s authorized common stock from 100,000,000 to 200,000,000 shares. This change became effective the same day when the certificate of amendment was filed in Delaware.

Two Class II directors, Phillip M. Eyler and Angus Pacala, were elected to serve until the 2029 annual meeting. Stockholders also ratified PricewaterhouseCoopers LLP as auditor for 2026 and approved, on an advisory basis, executive compensation. A proposal to add officer exculpation to the charter did not receive sufficient support.

Positive

  • None.

Negative

  • None.

Insights

Ouster shareholders doubled authorized shares and rejected added officer protections.

Ouster’s investors approved increasing authorized common stock from 100,000,000 to 200,000,000 shares, giving the board more flexibility for future equity financing, acquisitions, or equity plans, though no specific issuance is described here. All routine items, including auditor ratification and director elections, passed.

Shareholders declined to approve a charter amendment that would have expanded exculpation protections to officers under Delaware law. This outcome preserves existing liability standards for officers. Future company filings would be needed to describe any concrete share issuances that might use the enlarged authorization.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common stock 200,000,000 shares Increased from 100,000,000 upon June 17, 2026 charter amendment
Shares represented at meeting 45,922,921 shares Present or by proxy, about 72.12% of outstanding as of April 24, 2026
Support for Eyler election 29,923,243 votes for Class II director election at 2026 annual meeting
Support for Pacala election 27,143,496 votes for Class II director election at 2026 annual meeting
Auditor ratification votes for PwC 45,381,535 votes for Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026
Say-on-pay support 24,030,941 votes for Advisory approval of named executive officer compensation
Officer exculpation proposal support 26,786,230 votes for Charter amendment to provide for exculpation of officers, not approved
Meeting participation rate 72.12% Portion of outstanding common stock represented at 2026 annual meeting
Authorized Shares Amendment financial
"to increase the number of authorized shares of the Company’s common stock..."
Certificate of Amendment regulatory
"the Company filed a Certificate of Amendment to its Certificate of Incorporation..."
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
broker non-votes financial
"Votes FOR ... Votes ABSTAINED ... Broker Non-Votes"
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.
advisory (non-binding) basis regulatory
"Approval, on an advisory (non-binding) basis, of the compensation..."
exculpation of officers regulatory
"to provide for exculpation of officers from breaches of fiduciary duty..."
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Understanding 8-K Material Events →
false 0001816581 --12-31 0001816581 2026-06-17 2026-06-17
 
 

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 17, 2026

 

 

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

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of Ouster, Inc. (the “Company”) held on June 17, 2026, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 100,000,000 to 200,000,000 (the “Authorized Shares Amendment”), as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”).

Following the 2026 Annual Meeting, on June 17, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Authorized Shares Amendment, which became effective upon filing. The foregoing description of the Authorized Shares Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 17, 2026, the Company held the 2026 Annual Meeting. At the 2026 Annual Meeting, a total of 45,922,921 shares of common stock were present in person or represented by proxy, representing approximately 72.12% of the Company’s outstanding common stock as of April 24, 2026, the record date for the 2026 Annual Meeting. The following are the voting results for the proposals considered and voted upon at the 2026 Annual Meeting, each of which was described in the Proxy Statement.

Item 1 - Election of two Class II directors to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified.

 

NOMINEE   

Votes

FOR

     

Votes

WITHHELD

     

Broker

Non-Votes

  

Phillip M. Eyler

      29,923,243        557,949        15,441,729  

Angus Pacala

      27,143,496        3,337,696        15,441,729  

Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

Votes

FOR

  

Votes

AGAINST

  

Votes

ABSTAINED

  

Broker

Non-Votes

45,381,535   332,328   209,058   0

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

24,030,941   6,027,161   423,090   15,441,729

Item 4 - Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 100,000,000 to 200,000,000.

 

Votes

FOR

  

Votes

AGAINST

  

Votes

ABSTAINED

  

Broker

Non-Votes

41,616,898   4,013,345   292,678   0

 

Item 5 - 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

26,786,230   3,406,515   288,447   15,441,729

Based on the foregoing votes, each of Phillip M. Eyler and Angus Pacala was elected as a Class II director and Items 2, 3 and 4 were approved. Item 5 was not approved. No other items were presented for stockholder approval at the 2026 Annual Meeting.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description

 3.1    Certificate of Amendment to the Certificate of Incorporation of Ouster, Inc.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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.

 

    OUSTER, INC.
Date: June 18, 2026     By:  

/s/ Megan Chung

    Name:   Megan Chung
    Title:   General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Ouster (OUST) shareholders approve regarding authorized common stock?

Shareholders approved doubling authorized common stock from 100,000,000 to 200,000,000 shares. The change became effective when Ouster filed a certificate of amendment in Delaware on June 17, 2026, expanding flexibility for potential future equity-related transactions.

Which director nominees were elected at Ouster’s 2026 annual meeting?

Shareholders elected Phillip M. Eyler and Angus Pacala as Class II directors. Eyler received 29,923,243 votes for, while Pacala received 27,143,496 votes for. Both will serve until Ouster’s 2029 annual meeting, subject to the election of their successors.

Did Ouster (OUST) shareholders approve executive compensation in 2026?

Shareholders approved, on an advisory basis, Ouster’s named executive officer compensation. The proposal received 24,030,941 votes for, 6,027,161 against, and 423,090 abstentions, with 15,441,729 broker non-votes, indicating majority support for the company’s pay practices that year.

Was Ouster’s proposal to add officer exculpation to its charter approved?

No, the officer exculpation charter amendment did not pass. It received 26,786,230 votes for, 3,406,515 against, and 288,447 abstentions, plus 15,441,729 broker non-votes, which was insufficient for approval under the applicable voting standard described to shareholders.

Who is Ouster’s independent auditor for the year ending December 31, 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Ouster’s independent registered public accounting firm for the year ending December 31, 2026. The ratification passed with 45,381,535 votes for, 332,328 against, and 209,058 abstentions, and no broker non-votes recorded on this item.

What was Ouster’s shareholder turnout at the 2026 annual meeting?

A total of 45,922,921 shares of Ouster common stock were present in person or by proxy. This represented approximately 72.12% of the company’s outstanding common stock as of April 24, 2026, the record date for determining shareholders entitled to vote at the meeting.

Filing Exhibits & Attachments

4 documents

Other Documents