OneStream (OS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2025, to be held virtually, with voting on director elections and auditor ratification.

• Stockholders as of March 27, 2025, are eligible to vote on proposals, with KKR controlling 55% of voting power due to share class structure.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Two Class I directors, Thomas Shea and Bradley Brown, are nominated for election to serve until 2028.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025 is proposed.

• Board recommends voting for all director nominees and for auditor ratification.

• Shareholder proposals for the 2026 meeting must be submitted by December 9, 2025.

Board of directors and corporate governance

• The board consists of eight members, seven of whom are independent; it is divided into three staggered classes.

• KKR, as a controlling shareholder, has significant nomination and governance rights, including the ability to appoint the chair and lead independent director.

• Board committees include audit and compensation, nominating, and governance, each with independent members and defined charters.

• Board and committee meetings had high attendance, and non-employee directors meet in executive sessions.

• Policies prohibit hedging, pledging, and certain derivative transactions by insiders.