Ouster (OUST) 8-KSubmission of Matters to a Vote of Security Holders

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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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.

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.

Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

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

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

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.