--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-058297" form_type: "8-K" ticker: "OKLO" cik: "0001849056" company_name: "Oklo Inc." filed_at: "2024-05-08T23:59:59+00:00" generated_at: "2026-06-02T13:08:26.529218+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # AltC stockholders approve Oklo business combination; $306M trust proceeds, close May 9 ## Summary - Stockholders approved merger with Oklo with ~100% of votes cast in favor; 72.7% of outstanding shares voted. - Only 710 shares redeemed for ~$10.50 each ($7,458 total); $306M remains in trust for Oklo. - Closing expected May 9, 2024; combined company to trade as OKLO on NYSE starting May 10. - Board of directors elected includes Sam Altman (chairman), Michael Klein, Jacob DeWitte, Caroline Cochran, and others. ## SEC filing metadata - accession: 0001104659-24-058297 - form_type: 8-K - ticker: OKLO - cik: 0001849056 - company_name: Oklo Inc. - filed_at: 2024-05-08T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 5.07, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/tm2413786d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-058297 - JSON: https://secwatch.observer/filing/0001104659-24-058297.json - Plain text: https://secwatch.observer/filing/0001104659-24-058297.txt ## Key facts - Shareholder Votes Oklo Inc. shareholders approved Approve and adopt the Oklo Inc. 2024 Equity Incentive Plan. at the 2024-05-07 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-05-07 source text: 4. A proposal to approve and adopt the Oklo Inc. 2024 Equity Incentive Plan in the form attached to the Proxy Statement as Annex F, and the material terms thereof, including the authorization of the initial share reserve thereunder. For Against Abstain Broker Non-Votes 29,171,848 2,176,534 6,816 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Governance Proposal 3B: Approve amendment to remove exclusive right of Class B stockholders to elect directors and related changes. at the 2024-05-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-07 source text: b. Governance Proposal 3B: To approve an amendment to AltC’s amended and restated certificate of incorporation to remove (i) the exclusive right of holders of Class B common stock to elect and remove directors of AltC, and instead require the approval by (x) a plurality of the votes cast by the stockholders present in person or represented by proxy and entitled to vote generally on the election of directors, to elect directors of the Post-Closing Company and (y) the affirmative vote of holders of at least a majority in voting power of the outstanding shares of capital stock of the Post-Closing Company entitled to vote generally in the election of directors, voting together as a single class, to remove directors from the Post-Closing Company; and (ii) stockholders’ ability to remove a director without cause. For Against Abstain Broker Non-Votes 29,320,381 2,027,339 7,478 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Election of director Jacob DeWitte (Class III) at the 2024-05-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-07 source text: ̈ Item 5.07. Submission of Matters to a Vote of Security Holders. On May 7, 2024, AltC Acquisition evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Election of director Lieutenant General (Ret. John Jansen (Class I) at the 2024-05-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-07 source text: ̈ Item 5.07. Submission of Matters to a Vote of Security Holders. On May 7, 2024, AltC Acquisition evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Election of director Chris Wright (Class III) at the 2024-05-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-07 source text: ̈ Item 5.07. Submission of Matters to a Vote of Security Holders. On May 7, 2024, AltC Acquisition evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Election of director Richard W. Kinzley (Class II) at the 2024-05-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-07 source text: ̈ Item 5.07. Submission of Matters to a Vote of Security Holders. On May 7, 2024, AltC Acquisition evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Election of director Sam Altman (Class II) at the 2024-05-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-07 source text: ̈ Item 5.07. Submission of Matters to a Vote of Security Holders. On May 7, 2024, AltC Acquisition evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Governance Proposal 3A: Approve amendment to restructure capitalization of AltC. at the 2024-05-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-07 source text: a. Governance Proposal 3A: To approve an amendment to AltC’s amended and restated certificate of incorporation to restructure the capitalization of AltC such that (i) each share of Class A common stock, issued and outstanding immediately prior to the date and time that the Merger becomes effective (the “ Effective Time ”) will remain outstanding as one (1) share of Class A common stock, par value $0.0001 per share (“ Post-Closing Company Class A Common Stock ”), of the Post-Closing Company, and (ii) each share of Class B common stock, issued and outstanding immediately prior to the Effective Time will be reclassified on a one-for-one basis as one (1) share of Post-Closing Company Class A Common Stock. For Against Abstain Broker Non-Votes 31,346,740 1,697 6,761 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Election of director Michael Klein (Class I) at the 2024-05-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-07 source text: ̈ Item 5.07. Submission of Matters to a Vote of Security Holders. On May 7, 2024, AltC Acquisition evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Approve and adopt the proposed second amended and restated certificate of incorporation of the post-closing company. at the 2024-05-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-07 source text: 2. A proposal to approve and adopt the proposed second amended and restated certificate of incorporation (the " second amended and restated certificate of incorporation ") of the post-closing company (the " Post-Closing Company ") in the form attached to the Proxy Statement as Annex B. For Against Abstain Class A Class B Class A Class B Class A Class B 17,823,167 12,500,000 1,026,335 0 5,696 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Governance Proposal 3C: Approve amendment to require supermajority vote for bylaw and charter amendments. at the 2024-05-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-07 source text: c. Governance Proposal 3C: To approve an amendment to AltC’s amended and restated certificate of incorporation to require the approval of the affirmative vote of holders of at least 66 2/3% in voting power of the outstanding shares of the capital stock of the Post-Closing Company entitled to vote thereon to approve changes to the Post-Closing Company’s bylaws and to amend or repeal any provisions inconsistent with certain sections of the Post-Closing Company’s certificate of incorporation. For Against Abstain Broker Non-Votes 26,175,200 5,173,755 6,243 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Approve and adopt the Oklo Inc. 2024 Employee Stock Purchase Plan. at the 2024-05-07 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-05-07 source text: 5. A proposal to approve and adopt the Oklo Inc. 2024 Employee Stock Purchase Plan in the form attached to the Proxy Statement as Annex G, and the material terms thereof, including the authorization of the initial share reserve thereunder. For Against Abstain Broker Non-Votes 29,376,089 1,972,119 6,990 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Election of director Caroline Cochran (Class II) at the 2024-05-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-07 source text: ̈ Item 5.07. Submission of Matters to a Vote of Security Holders. On May 7, 2024, AltC Acquisition evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Governance Proposal 3D: Approve amendment to remove supermajority requirement for business combinations. at the 2024-05-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-07 source text: d. Governance Proposal 3D: To approve an amendment to AltC’s amended and restated certificate of incorporation to remove the requirement that a business combination or similar acquisition of the Post-Closing Company must be approved by at least 66 2/3% in voting power of the outstanding shares of capital stock of the Post-Closing Company entitled to vote thereon. For Against Abstain Broker Non-Votes 31,347,404 1,497 6,297 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm - Shareholder Votes Oklo Inc. shareholders approved Approve and adopt the Agreement and Plan of Merger and Reorganization and the merger of Merger Sub with and into Oklo Inc. at the 2024-05-07 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2024-05-07 source text: 1. A proposal to approve (a) and adopt that certain Agreement and Plan of Merger and Reorganization, dated as of July 11, 2023 (the “ Merger Agreement ”), by and among AltC, AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of AltC (“ Merger Sub ”) and Oklo Inc. a Delaware corporation (“ Oklo ”), and the related agreements to which AltC is a party and (b) the merger of Merger Sub with and into Oklo, with Oklo surviving as a wholly-owned subsidiary of AltC (the “ Merger ”) and the other transactions contemplated by the Merger Agreement and the related agreements to which AltC is a party (the “ Transactions ”). For Against Abstain Broker Non-Votes 31,349,134 560 5,504 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1849056/000110465924058297/0001104659-24-058297-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.