Ouster, Inc. (OUST)
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AGM 2026

Jun 17, 2026

Summary

The meeting covered board introductions, five key proposals, and voting outcomes. Both director nominees and the auditor were approved, as were executive compensation and an increase in authorized shares, while officer exculpation was not. No shareholder questions were received.

Operator

Thank you for standing by, welcome to the Ouster Inc. meeting. I will now turn the call over to Dr. Tewksbury.

Theodore Tewksbury
Independent Chairman of the Board, Ouster Inc

Good morning. I'm Ted Tewksbury, chair of the board of directors of Ouster Inc., and the chair of today's meeting. I'm very happy to welcome you to our 2026 annual meeting of stockholders. Before I call the meeting to order, I'd like to introduce you to the other members of the board and the officers and representatives of the company who are with us today. We have Angus Pacala, our Chief Executive Officer, Susan Heystee, Virginia Boulet, Christina C. Correia, Philip M. Eyler, Ernest E. Maddock, and Stephen A. Skaggs. Mark Frichtl, our co-founder and Chief Technology Officer, Kenneth Gianella, our CFO, and Megan Chung, our General Counsel and Corporate Secretary, are also joining us on the webcast today.

I would also like to introduce Wendy Jackson of PricewaterhouseCoopers LLP, the company's independent auditor, who is available to respond to appropriate questions. The meeting will now officially come to order. The polls opened today, June 17th, 2026, at 10:00 A.M. Pacific Time for voting on all matters before the meeting. I will now turn things over to Megan Chung, the company's General Counsel and Corporate Secretary. Ms. Chung will now proceed with the formal business of the meeting as set forth in the notice of annual meeting and proxy statement.

Megan Chung
General Counsel and Corporate Secretary, Ouster Inc

Thank you, Dr. Tewksbury. Good morning. If you have not already voted and still wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. Please note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote. On the virtual meeting webpage, we are presenting the agenda for the meeting. You will also find the rules of conduct for today's meeting. Please review these rules carefully. If you'd like to submit a question, you may enter your question in the questions and answers function on the annual meeting webpage. As notified in our proxy statement, please limit yourself to two questions.

Please note that only stockholders who are logged into the meeting using their 16-digit control number will be able to ask questions at today's meeting. As Corporate Secretary, I'll file the proof of mailing of notice of the meeting with the records of the meeting. All stockholders of record at the close of business on April 24th, 2026, or holders of valid proxy are entitled to vote at this meeting. At this time, I'd like to introduce Andrew M. Wilcox, a representative of Broadridge Financial Solutions. The board of directors has appointed a representative of Broadridge to act as Inspector of Elections at today's meeting. Mr. Wilcox has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. I have been informed that a quorum is present.

I hereby declare this meeting to be duly convened. We will now proceed with the formal business of this meeting. There are five proposals for consideration by the stockholders at this meeting. The company recommends that the stockholders vote for, that is, in favor of, each of the five proposals. The first item of business is the election of each of Philip M. Eyler and Angus Pacala to serve as class 2 director of the company for a term of office expiring at the company's annual meeting of stockholders to be held in 2029, and until their respective successors shall have been duly elected and qualified. The second item of business is the ratification of the audit committee's appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2026.

The third item of business is the approval on an advisory, non-binding basis of the compensation of our named executive officers. The fourth item of business is the approval of an amendment to our certificate of incorporation to increase the number of authorized shares of the company's common stock from 100 million to 200 million shares. The fifth item of business is the approval of an amendment to our certificate of incorporation to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the General Corporation Law of the state of Delaware. These are the five proposals for consideration for today's meeting. If you have not yet voted and wish to do so, please vote now by clicking on the voting button on the web portal and following the instructions. The polls will close in approximately 30 seconds.

You do not need to vote electronically if you have already sent in your signed proxy or if you have already voted by telephone or internet.

Theodore Tewksbury
Independent Chairman of the Board, Ouster Inc

The time is now 10:06 A.M. on June 17th, 2026, and the polls are now closed for voting.

Megan Chung
General Counsel and Corporate Secretary, Ouster Inc

Thank you. I have received the preliminary report from Mr. Wilcox, the Inspector of Election. Based on this preliminary report, Phillip M. Eyler has been elected as a class 2 director. Angus Pacala has been elected as a class 2 director. The appointment of PricewaterhouseCoopers as Ouster's independent registered public accounting firm for the year ending December 31, 2026, has been ratified. Our stockholders have approved on an advisory basis the compensation of our named executive officers. Our stockholders have approved an amendment to our certificate of incorporation to increase the number of authorized shares of the company's common stock from 100 million to 200 million. Our stockholders have not approved an amendment to our certificate of incorporation to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware.

The final tally of the votes will be published within four business days in a current report on Form 8-K, to be filed with the Securities and Exchange Commission. I will now turn things back over to Dr. Tewksbury.

Theodore Tewksbury
Independent Chairman of the Board, Ouster Inc

Thank you, Megan. This meeting is now adjourned. Thank you very much for attending our 2026 annual meeting. The company's management team and I will now answer questions received through the questions and answers portal submitted in advance of and during the meeting. Megan, are there any questions?

Megan Chung
General Counsel and Corporate Secretary, Ouster Inc

No. We do not have any questions.