Ouster (OUST) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, allowing shareholders to attend, vote, and ask questions online, with the aim of increasing participation and reducing costs.

• Shareholders of record as of April 24, 2026, are entitled to vote on key proposals, including director elections, auditor ratification, executive compensation, amendments to the Certificate of Incorporation, and other business.

• The proxy materials and annual report are available online, and shareholders are encouraged to vote by internet, phone, or mail prior to the meeting.

Voting matters and shareholder proposals

• Election of two Class II Directors (Phillip M. Eyler and Angus Pacala) to serve until 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.

• Advisory vote on executive compensation (say-on-pay).

• Amendment to increase authorized common stock from 100,000,000 to 200,000,000 shares.

• Amendment to provide for officer exculpation from certain fiduciary duty claims as permitted by Delaware law.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members divided into three staggered classes; Virginia Boulet is not standing for re-election.

• Majority of directors are independent under Nasdaq rules.

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

• Board leadership structure separates Chair and CEO roles, with an independent Chair currently presiding.

• Directors are expected to attend all meetings, and all did so in 2025.