Ouster (OUST) Proxy filing summary

Executive summary

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

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

• The Board recommends voting in favor of all proposals, including increasing authorized shares and officer exculpation.

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 breaches as permitted by Delaware law.

• Board unanimously 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.