Ouster, Inc. 8-K

What Happened

• Ouster, Inc. announced that at its 2026 Annual Meeting on June 17, 2026, stockholders approved an amendment to the Certificate of Incorporation to increase authorized common shares from 100,000,000 to 200,000,000; the company filed the Certificate of Amendment with the Delaware Secretary of State the same day, effective upon filing.
• At the meeting (45,922,921 shares present or represented, ~72.12% of outstanding shares as of the April 24, 2026 record date), shareholders also elected two Class II directors—Phillip M. Eyler and Angus Pacala—ratified PricewaterhouseCoopers LLP as auditors, and approved the advisory (non-binding) say-on-pay vote. A proposed amendment to provide officer exculpation under Delaware law was not approved.

Key Details

• Authorized shares increased from 100,000,000 to 200,000,000; Certificate of Amendment filed June 17, 2026 (Exhibit 3.1).
• Meeting attendance: 45,922,921 shares (~72.12% of outstanding as of April 24, 2026).
• Director elections: Phillip M. Eyler — 29,923,243 FOR, 557,949 WITHHELD, 15,441,729 broker non-votes; Angus Pacala — 27,143,496 FOR, 3,337,696 WITHHELD, 15,441,729 broker non-votes.
• Other votes: PwC ratified (45,381,535 FOR); advisory pay vote passed (24,030,941 FOR); authorized-share amendment passed (41,616,898 FOR); officer exculpation amendment failed (26,786,230 FOR).

Why It Matters

• Increasing authorized shares to 200M gives Ouster legal capacity to issue more common stock, which provides flexibility for stock-based compensation, future capital raises, acquisitions, or other corporate actions — all of which can affect share count and dilution.
• The election of two directors and ratification of auditors finalize governance and audit arrangements for the coming year. The failed exculpation amendment means officers remain subject to existing fiduciary-duty limitations under Delaware law.
• The advisory say-on-pay result is non-binding but signals shareholder views on executive compensation; investors should watch for any resulting changes in pay policies or equity issuance that could affect shareholder value.