Form 8-K - Current report

OUSTER, INC.

Date: June 25, 2024

/s/ Megan Chung

Name: Megan Chung

Title: General Counsel and Secretary

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 21, 2024

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	New York Stock Exchange
Warrants to purchase common stock	OUST WS	New York Stock Exchange
Warrants to purchase common stock expiring 2025	OUST WSA	NYSE American

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 21, 2024, Ouster, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, a total of 29,798,370 shares of common stock were present in person or represented by proxy, representing approximately 66.12% of the Company’s outstanding common stock as of April 23, 2024, the record date for the 2024 Annual Meeting. The following are the voting results for the proposals considered and voted upon at the 2024 Annual Meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024.

Item 1 - Election of three Class III directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified.


NOMINEE	Votes FOR		Votes WITHHELD		Broker Non-Votes
Susan Heystee		13,508,652		3,265,505		13,024,213
Angus Pacala		13,886,219		2,887,938		13,024,213
Theodore L. Tewksbury, Ph.D.		14,281,071		2,493,086		13,024,213

Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

Votes

FOR

Votes

AGAINST

Votes

ABSTAINED

Broker

Non-Votes

29,560,662

82,328

155,380

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

16,139,063

363,484

271,610

13,024,213

Item 4 - Approval of the amended and restated 2022 Employee Equity Incentive Plan.

Votes

FOR

Votes

AGAINST

Votes

ABSTAINED

Broker

Non-Votes

16,147,274

397,517

229,366

13,024,213

Item 5 - Approval of the Velodyne Lidar, Inc. 2020 Equity Incentive Plan.

Votes

FOR

Votes

AGAINST

Votes

ABSTAINED

Broker

Non-Votes

10,895,621

5,742,707

135,829

13,024,213

Based on the foregoing votes, each of Susan Heystee, Angus Pacala and Theodore L. Tewksbury, Ph.D. was elected as a Class III director, and each of Item 2, Item 3, Item 4 and Item 5 was approved. No other items were presented for stockholder approval at the 2024 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.

Document and Entity Information	Jun. 21, 2024
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001816581
Document Type	8-K
Document Period End Date	Jun. 21, 2024
Entity Registrant Name	Ouster, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39463
Entity Tax Identification Number	86-2528989
Entity Address, Address Line One	350 Treat Avenue
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94110
City Area Code	(415)
Local Phone Number	949-0108
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, $0.0001 par value per share
Trading Symbol	OUST
Security Exchange Name	NYSE
Warrants To Purchase Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants to purchase common stock
Trading Symbol	OUST WS
Security Exchange Name	NYSE
Warrants To Purchase Common Stock Expiring 2025 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants to purchase common stock expiring 2025
Trading Symbol	OUST WSA
Security Exchange Name	NYSEAMER