Oklo (OKLO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with shareholders able to vote online or by proxy on key proposals.

• Shareholders of record as of April 6, 2026, are entitled to vote, with 173,919,838 shares outstanding.

• The Board recommends voting for all director nominees and for the ratification of Deloitte & Touche LLP as auditor.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class II Directors (Caroline DeWitte, Richard W. Kinzley, Dr. Mark Peters) for terms expiring in 2029.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026 is on the agenda.

• No other business is expected, but proxies may vote on additional matters at their discretion.

• Shareholder proposals for the 2027 meeting must be submitted by December 22, 2026.

Board of directors and corporate governance

• The Board consists of eleven directors divided into three staggered classes, with a majority being independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters.

• Lead independent director and annual Board/Committee assessments are in place.

• Stockholders can recommend director candidates and communicate with the Board.