Ooma (OOMA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 4, 2026, with voting on director elections, auditor ratification, and executive compensation proposals.

• Stockholders of record as of April 6, 2026, are eligible to vote, with 27,509,808 shares outstanding.

• Proxy materials, including the Proxy Statement and Annual Report, are available online, with options for electronic or paper delivery.

• Forward-looking statements caution about risks and uncertainties affecting future results.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors (Susan G. Butenhoff and Russ Mann), ratifying KPMG LLP as independent auditors, and a non-binding advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 16, 2026, for inclusion in proxy materials.

• Procedures for nominating directors and submitting proposals are detailed, with advance notice and eligibility requirements.

Board of directors and corporate governance

• Board consists of eight directors divided into three staggered classes; six are independent under NYSE standards.

• Board committees include Audit, Compensation, and Nominating & Governance, each with defined responsibilities and independent membership.

• Lead Non-Management Director role is held by William D. Pearce.

• Code of Ethics and Business Conduct applies to all directors, officers, and employees.

• Board and committees held regular meetings, with all directors attending at least 75% of meetings.