UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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 | 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 | |||
| 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.
| OUSTER, INC. | ||||||
| Date: June 20, 2025 | By: | /s/ Megan Chung | ||||
| Name: | Megan Chung | |||||
| Title: | General Counsel and Secretary | |||||