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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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).
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of Ouster, Inc. (the “Company”) held on June 17, 2026, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 100,000,000 to 200,000,000 (the “Authorized Shares Amendment”), as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”).
Following the 2026 Annual Meeting, on June 17, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Authorized Shares Amendment, which became effective upon filing. The foregoing description of the Authorized Shares Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 17, 2026, the Company held the 2026 Annual Meeting. At the 2026 Annual Meeting, a total of 45,922,921 shares of common stock were present in person or represented by proxy, representing approximately 72.12% of the Company’s outstanding common stock as of April 24, 2026, the record date for the 2026 Annual Meeting. The following are the voting results for the proposals considered and voted upon at the 2026 Annual Meeting, each of which was described in the Proxy Statement.
Item 1 - Election of two Class II directors to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified.
| NOMINEE | Votes FOR |
Votes WITHHELD |
Broker Non-Votes |
|||||||||
| Phillip M. Eyler |
29,923,243 | 557,949 | 15,441,729 | |||||||||
| Angus Pacala |
27,143,496 | 3,337,696 | 15,441,729 | |||||||||
Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 45,381,535 | 332,328 | 209,058 | 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 | |||
| 24,030,941 | 6,027,161 | 423,090 | 15,441,729 |
Item 4 - Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 100,000,000 to 200,000,000.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 41,616,898 | 4,013,345 | 292,678 | 0 |
Item 5 - 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 | |||
| 26,786,230 | 3,406,515 | 288,447 | 15,441,729 |
Based on the foregoing votes, each of Phillip M. Eyler and Angus Pacala was elected as a Class II director and Items 2, 3 and 4 were approved. Item 5 was not approved. No other items were presented for stockholder approval at the 2026 Annual Meeting.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Ouster, Inc. | |
| 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.
| OUSTER, INC. | ||||||
| Date: June 18, 2026 | By: | /s/ Megan Chung | ||||
| Name: | Megan Chung | |||||
| Title: | General Counsel and Secretary | |||||