{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-016891","form_type":"8-K","ticker":"OUST","cik":"0001816581","company_name":"Ouster, Inc.","filed_at":"2023-01-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:46.726801+00:00","generated_at":"2026-06-20T07:20:10.135994+00:00","sec_items":["5.07"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Ouster stockholders approve share issuance for Velodyne merger and reverse stock split","bullets":["Common Stock Issuance Proposal passed: 115,432,238 for, 384,741 against, 344,812 abstentions.","Reverse Stock Split Proposal approved: 143,755,932 for; ratio between 1:5 and 1:10, board to choose.","Adjournment Proposal approved but not needed; all votes met quorum of 80% (148,265,791 shares).","Merger with Velodyne Lidar moves forward; closing remains subject to other conditions."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-016891","json":"https://secwatch.observer/filing/0001193125-23-016891.json","markdown":"https://secwatch.observer/filing/0001193125-23-016891.md","text":"https://secwatch.observer/filing/0001193125-23-016891.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1816581/000119312523016891/0001193125-23-016891-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1816581/000119312523016891/d441267d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T07:20:10.135994+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2ab971f1965dd43ea9e11879d8f06be2d6217151","claim":"Ouster, Inc. shareholders approved Approval to amend the Ouster charter to allow a reverse stock split of Ouster common stock at one of six ratios and a corresponding reduction in authorized shares at the 2023-01-26 meeting.","evidence_excerpt":"Proposal No. 2: Approval to amend the Ouster charter to allow Ouster, (a) to have the option to effect, separate from and following the closing of the mergers contemplated by the Merger Agreement, or (b) if the Merger Agreement is terminated, to have the option to effect, (i) a reverse stock split of Ouster common stock at one of six reverse stock split ratios, one-for-five, one-for-six, one-for-seven, one-for-eight, one-for-nine and one-for-ten, with an exact ratio to be determined by the board of the combined company following the closing or the Board of Directors of Ouster, as applicable, and (ii) if and when the reverse stock split is effected, a corresponding reduction in the number of authorized shares of Ouster common stock by the selected reverse stock split ratio (the “Reverse Stock Split Proposal”). The Reverse Stock Split Proposal was approved by the requisite vote of Ouster’s stockholders. Votes For Votes Against Abstentions 143,755,932 3,768,939 740,920","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816581/000119312523016891/0001193125-23-016891-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-26"}],"fact_type":"shareholder_vote"},{"claim_id":"4d33d146062352042537125bfdefdb251ad64228","claim":"Ouster, Inc. shareholders approved Approval of the issuance of shares of Company Common Stock to certain equityholders of Velodyne Lidar, Inc. pursuant to the Agreement and Plan of Merger at the 2023-01-26 meeting.","evidence_excerpt":"Proposal No. 1: Approval of the issuance of shares of Company Common Stock (including securities convertible into or exercisable for shares of Company Common Stock) to certain equityholders of Velodyne Lidar, Inc. (“Velodyne”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 4, 2022, by and among Ouster, Oban Merger Sub, Inc., a wholly-owned subsidiary of Ouster, Oban Merger Sub II LLC, a wholly-owned subsidiary of Ouster, and Velodyne (the “Common Stock Issuance Proposal”). The Common Stock Issuance Proposal was approved by the requisite vote of the Company’s stockholders. Votes For Votes Against Abstentions Broker Non-Votes 115,432,238 384,741 344,812 32,104,000","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816581/000119312523016891/0001193125-23-016891-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-26"}],"fact_type":"shareholder_vote"},{"claim_id":"95ce67a32c4fdbc141f5c700c131424bbf20f778","claim":"Ouster, Inc. shareholders approved Approval of the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes to approve the Common Stock Issuance Proposal at the 2023-01-26 meeting.","evidence_excerpt":"Proposal No. 3: Approval of the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes to approve the Common Stock Issuance Proposal at the time of the Special Meeting or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of shares of Ouster common stock (the “Adjournment Proposal”). The adjournment of the Special Meeting was approved by the requisite vote of Ouster’s stockholders, but no adjournment of this Special Meeting to solicit additional proxies will be required. Votes For Votes Against Abstentions Broker Non-Votes 113,034,085 2,724,136 403,570 32,104,000","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816581/000119312523016891/0001193125-23-016891-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-26"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}