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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 22, 2023

 

 

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 22, 2023, Ouster, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, a total of 22,214,760 shares of common stock were present in person or represented by proxy, representing approximately 57.36% of the Company’s outstanding common stock as of April 27, 2023, the record date for the 2023 Annual Meeting. The following are the voting results for the proposals considered and voted upon at the 2023 Annual Meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2023.

Item 1 - Election of two Class II directors to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified.

 

NOMINEE  

Votes

FOR

   Votes
WITHHELD		  

Broker

Non-Votes

Virginia Boulet   9,363,468   1,544,990   11,306,302
Riaz Valani   10,468,198   440,260   11,306,302

Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

 

Votes

FOR

  

Votes

AGAINST

  

Votes

ABSTAINED

  

Broker

Non-Votes

21,329,733   771,830   113,197   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

9,818,711

   642,915   446,832   11,306,302

Based on the foregoing votes, each of Virginia Boulet and Riaz Valani was elected as a Class II director, Item 2 was approved and Item 3 was approved. No other items were presented for shareholder approval at the 2023 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.

 

    OUSTER, INC.
Date: June 22, 2023     By:  

/s/ Megan Chung

      Name: Megan Chung
      Title:   General Counsel and Secretary
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