Owlet (OWLT) investors approve equity plan expansion and back directors at 2026 meeting

Rhea-AI Filing Summary

Owlet, Inc. reported results of its 2026 annual stockholder meeting. Stockholders approved Amendment No. 3 to the 2021 Incentive Award Plan, increasing Class A common stock available for issuance under the plan by 600,000 shares, in addition to the plan’s existing automatic annual share increases through 2031.

As of the June 15, 2026 record date, there were 29,063,954 Class A common shares outstanding and entitled to one vote each, plus 11,479 Series A Preferred shares representing 1,673,320 votes and 9,250 Series B Preferred shares representing 1,199,348 votes. Stockholders elected two Class II directors, approved on a non-binding advisory basis the compensation of named executive officers, chose to hold future say‑on‑pay votes annually, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Key Figures

Equity plan share increase: 600,000 shares Common shares outstanding: 29,063,954 shares Series A Preferred voting power: 1,673,320 votes +5 more

8 metrics

Equity plan share increase 600,000 shares Additional Class A common stock available under the 2021 Incentive Award Plan via Amendment No. 3

Common shares outstanding 29,063,954 shares Class A common stock issued, outstanding and entitled to vote as of June 15, 2026

Series A Preferred voting power 1,673,320 votes Voting power represented by 11,479 shares of Series A Preferred Stock at record date

Series B Preferred voting power 1,199,348 votes Voting power represented by 9,250 shares of Series B Preferred Stock at record date

Director vote – Marc F. Stoll 17,351,840 for Votes cast for election of Marc F. Stoll as Class II director

Director vote – Kurt Workman 17,356,962 for Votes cast for election of Kurt Workman as Class II director

Auditor ratification – for votes 22,558,886 for Votes in favor of ratifying PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Plan amendment joint-class vote 15,195,347 for Votes for Amendment to 2021 Plan by Common, Series A, and Series B voting together

Key Terms

non-binding advisory basis, say-on-pay, broker non-votes, independent registered public accounting firm

4 terms

non-binding advisory basis regulatory

"The stockholders approved, on a non-binding advisory basis, the compensation..."

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.

say-on-pay regulatory

"whether an advisory vote on compensation of named executive officers should be held..."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes regulatory

"Voting results for the nominees were as follows ... 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.

independent registered public accounting firm regulatory

"ratification of the appointment of PricewaterhouseCoopers 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.

FAQ

What equity plan change did Owlet (OWLT) stockholders approve at the 2026 annual meeting?

Owlet stockholders approved Amendment No. 3 to the 2021 Incentive Award Plan, adding 600,000 Class A common shares available for issuance, in addition to the plan’s automatic annual increases running through January 1, 2031.

How many Owlet (OWLT) shares were entitled to vote at the 2026 annual meeting?

As of June 15, 2026, 29,063,954 Class A common shares, 11,479 Series A Preferred shares representing 1,673,320 votes, and 9,250 Series B Preferred shares representing 1,199,348 votes were entitled to vote at the meeting.

Which director nominees were elected at Owlet’s (OWLT) 2026 annual meeting and with what votes?

Stockholders elected Marc F. Stoll with 17,351,840 votes for and Kurt Workman with 17,356,962 votes for, each with over 3.24 million withhold votes and 2,728,342 broker non‑votes, to serve as Class II directors until the 2029 meeting.

How did Owlet (OWLT) stockholders vote on say-on-pay and its frequency in 2026?

On a non-binding basis, stockholders approved named executive officer compensation with 17,472,817 votes for and chose an annual say‑on‑pay vote, with 20,104,741 votes favoring one year versus 470,261 for three years and 20,741 for two years.

Did Owlet (OWLT) stockholders ratify the auditor for fiscal 2026 and what were the results?

Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 22,558,886 votes for, 757,051 against, and 11,407 abstentions, and no broker non‑votes reported for this proposal.

What were the voting results on Owlet’s (OWLT) 2021 Plan amendment by class and in aggregate?

Series A Preferred holders voted 1,394,457 for, none against; Series B Preferred holders voted 1,074,356 for, none against; and all classes voting together cast 15,195,347 for, 5,379,951 against, and 23,704 abstentions on the 2021 Plan amendment.

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

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

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 08/14/2026 - 12:56 PM Accepted by SEC EDGAR 08/14/2026 - 12:56 PM Learn about SEC filing dates

0001816708FALSE00018167082026-08-122026-08-12

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): August 12, 2026

____________________________

OWLET, INC.

(Exact name of registrant as specified in its charter)

____________________________

Delaware

001-39516

85-1615012

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2940 West Maple Loop Drive, Suite 203 Lehi, Utah			84048
(Address of principal executive offices)			(Zip Code)

(844) 334-5330

(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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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

Class A Common Stock, $0.0001 par value per share

OWLT

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 o

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.o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;                 Compensatory Arrangements of Certain Officers.

On August 12, 2026, Owlet, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved Amendment No. 3 (the “Amendment”) to the Company’s 2021 Incentive Award Plan, as amended (the “2021 Plan” and, as further amended by the Amendment, the “Amended Plan”) to increase the number of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”) available for issuance under the 2021 Plan by an additional 600,000 shares, subject to the annual increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2031, as calculated and originally prescribed by the 2021 Plan. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the close of business on June 15, 2026, the record date for the Annual Meeting, there were 29,063,954 shares of Class A common stock (“Common Stock”) issued and outstanding and entitled to vote, 11,479 shares of Series A Preferred Stock issued and outstanding, representing 1,673,320 shares in voting power entitled to vote, and 9,250 shares of Series B Preferred Stock issued and outstanding, representing 1,199,348 shares in voting power entitled to vote. Each share of Common Stock entitles its holder to one vote, and each share of Series A Preferred Stock and Series B Preferred Stock entitles its holder to a number of votes equal to the whole number of shares of Common Stock into which a share of Series A Preferred Stock and Series B Preferred Stock, respectively, can be converted.

The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting, each of which was described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on June 30, 2026, as certified by the Company’s inspector of election, are set forth below.

Proposal No. 1 - Election of Directors

The stockholders elected each of the two nominees for Class II director to serve on the Company’s Board of Directors until the 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified. Voting results for the nominees were as follows:

Nominee						For						Withhold						Broker Non-Votes
Marc F. Stoll						17,351,840						3,247,162						2,728,342
Kurt Workman						17,356,962						3,242,040						2,728,342

Proposal No. 2 - Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers, as disclosed in the Company's 2026 Proxy Statement

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2026 Proxy Statement. The voting results for this proposal were as follows:

For						Against						Abstentions						Broker Non-Votes
17,472,817						3,076,580						49,605						2,728,342

Proposal No. 3 - Non-Binding Advisory Vote on Whether an Advisory Vote on Compensation of Named Executive Officers Should be Held Every One, Two, or Three Years

The stockholders voted, on a non-binding advisory basis, in favor of holding future say-on-pay votes on an annual basis. The voting results for this proposal were as follows:

1 Year						2 Years						3 Years						Abstain
20,104,741						20,741						470,261						3,259

The Board has determined, consistent with the vote of the Company's stockholders and in accordance with the Board's previous recommendation, that the Company will hold future say-on-pay votes on an annual basis until the next required vote on the frequency of say-on-pay votes is presented to stockholders.

Proposal No. 4 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2026

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results for this proposal were as follows:

For						Against						Abstentions						Broker Non-Votes
22,558,886						757,051						11,407						—

Proposal No. 5 - Approval of an Amendment to the Company’s 2021 Plan

The stockholders approved the Amendment to the 2021 Plan to increase the number of Common Stock reserved for issuance under the 2021 Plan. The voting results for this proposal were as follows:

Holders of Series A Preferred Stock voting as a separate class

For						Against						Abstentions						Broker Non-Votes
1,394,457						0						0						—

Holders of Series B Preferred Stock voting as a separate class

For						Against						Abstentions						Broker Non-Votes
1,074,356						0						0						—

Holders of Common Stock, Series A Preferred Stock and Series B Preferred Stock voting together as a single class

For						Against						Abstentions						Broker Non-Votes
15,195,347						5,379,951						23,704						—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
10.1						Amendment No.3 to the Owlet, Inc. 2021 Incentive Award Plan, as amended. (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement on DEF 14A filed with the Securities Exchange Commission on June 30, 2026)
104						Cover Page Interactive Data File (embedded within the inline XBRL Document).

SIGNATURE

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.

			Owlet, Inc.
Date: August 14, 2026			By:			/s/ Amanda Crawford
			Name:			Amanda Crawford
			Title:			Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB