---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-172659"
form_type: "8-K"
ticker: "OUST"
cik: "0001816581"
company_name: "Ouster, Inc."
filed_at: "2023-06-22T23:59:59+00:00"
generated_at: "2026-06-13T19:14:47.486655+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Ouster shareholders elect two Class II directors and approve auditor and say-on-pay at annual meeting

## Summary
- Virginia Boulet and Riaz Valani elected as Class II directors with 85.8% and 96.0% of votes cast, respectively.
- Ratification of PricewaterhouseCoopers as auditor passed with 21.3M votes for, 0.8M against.
- Advisory approval of named executive officer compensation passed with 9.8M for, 0.4M abstained.
- Quorum of 57.36% achieved; no other proposals presented.

## SEC filing metadata
- accession: 0001193125-23-172659
- form_type: 8-K
- ticker: OUST
- cik: 0001816581
- company_name: Ouster, Inc.
- filed_at: 2023-06-22T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1816581/000119312523172659/0001193125-23-172659-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1816581/000119312523172659/d450019d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-172659
- JSON: https://secwatch.observer/filing/0001193125-23-172659.json
- Plain text: https://secwatch.observer/filing/0001193125-23-172659.txt

## Key facts
- Shareholder Votes
  Ouster, Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. at the 2023-06-22 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 21,329,733 771,830 113,197 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1816581/000119312523172659/0001193125-23-172659-index.htm
- Shareholder Votes
  Ouster, Inc. shareholders approved Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers. at the 2023-06-22 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 9,818,711 642,915 446,832 11,306,302
  evidence_url: https://www.sec.gov/Archives/edgar/data/1816581/000119312523172659/0001193125-23-172659-index.htm
- Shareholder Votes
  Ouster, Inc. shareholders approved Election of two Class II directors to serve until the Company's 2026 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified. at the 2023-06-22 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: Item 1 - Election of two Class II directors to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified. NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes Virginia Boulet 9,363,468 1,544,990 11,306,302 Riaz Valani 10,468,198 440,260 11,306,302 Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 21,329,733 771,830 113,197 0 Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 9,818,711 642,915 446,832 11,306,302 Based on the foregoing votes, each of Virginia Boulet and Riaz Valani was elected as a Class II director, Item 2 was approved and Item 3 was approved.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1816581/000119312523172659/0001193125-23-172659-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.