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 05, 2025

    

Ooma, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37493	06-1713274
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

525 ALMANOR AVENUE SUITE 200
SUNNYVALE, California		94085
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 650 566-6600

    

(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 (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐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
Common Stock, par value $0.0001	OOMA	The 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 ☐

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 5.0702 SubmissionDeparture of MattersDirectors toor aCertain VoteOfficers; Election of SecurityDirectors; HoldersAppointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the ~~annual~~2025 ~~meeting~~Annual Meeting of ~~stockholders~~Stockholders (the “Annual Meeting”) of Ooma, Inc. (the "“Company"”) held on June 5, 2025, (the ~~“Annual~~Company’s ~~Meeting”),~~ stockholders ~~holding~~approved ~~and~~the ~~entitled~~amendment toand ~~vote~~restatement ~~24,263,059 shares~~ of ~~common stock of~~ the Company,’s or2015 ~~approximately~~Equity ~~88.03%~~Incentive ofPlan (the ~~total~~“EIP”) ~~outstanding~~and ~~shares~~the ofamendment ~~common~~and ~~stock~~restatement onof the ~~record~~Company's ~~date~~2015 ~~for~~Employee ~~the~~Stock ~~Annual~~Purchase ~~Meeting,~~Plan ~~which~~(the ~~constituted~~“ESPP”) ~~a quorum~~to, ~~were~~among ~~present~~other ~~in person or by proxy. At the Annual Meeting~~things, ~~the~~increase ~~stockholders voted on~~ the ~~following~~number ~~five~~of ~~proposals,~~shares ~~each~~ of ~~which~~its iscommon ~~described~~stock inauthorized ~~detail~~for inissuance ~~the~~pursuant ~~Company’s~~to ~~proxy statement filed with~~ the ~~Securities~~EIP and ~~Exchange~~ESPP ~~Commission~~by ~~on April 18~~330,000 ~~2025.~~shares ~~The~~and ~~voting~~795,144 ~~results~~shares, ~~are reported below~~respectively.

~~Proposal~~A ~~No.~~more 1:complete ~~Election~~description of ~~Directors.~~the ~~The~~terms ~~following~~of ~~individuals~~the ~~were~~EIP ~~elected~~and toESPP and the ~~Board~~amendments asthereto ~~Class~~can Ibe ~~directors~~found toin ~~hold~~“Proposal ~~office~~Four: ~~until~~Amendment ~~the~~and ~~2028~~Restatement ~~annual~~of ~~meeting~~2015 Equity Incentive Plan” and “Proposal Five: Amendment and Restatement of ~~stockholders~~the or2015 ~~until~~Employee ~~such~~Stock ~~director~~Purchase Plan,” respectively, in the Company’s ~~successor~~definitive isproxy ~~duly~~statement ~~elected~~filed with the Securities and ~~qualified~~Exchange orCommission ~~until~~on ~~his~~April or18, ~~her~~2025 ~~earlier~~(the ~~resignation~~“2025 orProxy ~~removal.~~Statement”), ~~The~~which ~~results~~descriptions ofare ~~the~~incorporated ~~election~~by ~~were~~reference asherein. ~~follows:~~

Nominee	For	Withheld
Peter J. Goettner	11,489,550	8,000,439
Eric B. Stang	18,318,432	1,171,557
Jenny C. Yeh	18,041,443	1,448,546
		Broker Non-votes (all Directors)
		4,773,070

The foregoing descriptions and the descriptions incorporated by reference from the 2025 Proxy Statement are qualified in their entirety by reference to the EIP and ESPP, copies of which are filed as Exhibit Nos. 10.1 and 10.2 with this Current Report on Form 8-K and are incorporated herein by reference.

ProposalItem No9.01 2:Financial RatificationStatements ofand the Appointment of the Independent Registered Public Accounting FirmExhibits. The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026. There were no broker non-votes on this proposal. The results of the ratification were as follows:

For	Against	Abstain
24,153,638	19,033	90,388

(d) Exhibits

~~Proposal~~Exhibit No. 3: Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers. The stockholders approved, on an advisory basis, the Company’s executive compensation for the fiscal year ended January 31, 2025. The voting results were as follows:Description

For	Against	Abstain	Broker Non-votes
18,815,983	659,780	14,226	4,773,070

10.1 Ooma, Inc. 2015 Equity Incentive Plan, as amended and restated on June 5, 2025.

~~Proposal No~~10.2 ~~4: Amendment and Restatement of the~~ Ooma, Inc. 2015 ~~Equity~~Employee ~~Incentive~~Stock Purchase Plan, ~~(the~~as ~~"EIP").~~amended ~~The stockholders approved an amendment~~ and ~~restatement~~restated ofon ~~the~~June ~~EIP~~5, ~~to prevent the EIP from expiring in July~~ 2025. ~~The voting results were as follows:~~

For	Against	Abstain	Broker Non-votes
18,406,720	1,041,292	41,977	4,773,070

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal No. 5: Amendment and Restatement of the Ooma, Inc. 2015 Employee Stock Purchase Plan (the "ESPP"). The stockholders approved an amendment and restatement of the ESPP to prevent the ESPP from expiring in July 2025. The voting results were as follows:SIGNATURES

For	Against	Abstain	Broker Non-votes
19,342,257	142,867	4,865	4,773,070

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.

The results reported above are final voting results.




Date:	June 10, 2025	By:	/s/ Shig Hamamatsu
			Shig Hamamatsu Chief Financial Officer

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

10.1 Ooma, Inc. 2015 Equity Incentive Plan, as amended and restated on April 14, 2025.

10.2 Ooma, Inc. 2015 Employee Stock Purchase Plan, as amended and restated on April 14, 2025.

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.

			Ooma, Inc.
Date:	June 9, 2025	By:	/s/ Shig Hamamatsu
			Shig HamamatsuChief Financial Officer

Filing Compare · OOMA INC