Oklo (OKLO) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 4, 2025, with shareholders able to vote online or by proxy.

• Shareholders will vote on electing two Class I Directors and ratifying Deloitte & Touche LLP as the independent auditor for 2025.

• As of April 7, 2025, there were 139,192,604 shares of common stock outstanding and entitled to vote.

• The Board recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect Michael Klein and Lt. Gen. (ret.) John Jansen as Class I Directors until 2028.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2025.

• Shareholders may submit proposals for the 2026 Annual Meeting by December 23, 2025, and must follow specific bylaw requirements for nominations.

Board of directors and corporate governance

• The Board consists of eight directors across three staggered classes, with recent changes including resignations and new appointments.

• Five of seven current directors are independent under NYSE standards.

• The Board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with defined charters and responsibilities.

• The Chair of the Board and CEO roles are currently combined, held by Jacob DeWitte.

• The Board regularly reviews its leadership structure and risk oversight practices.