---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-275810"
form_type: "8-K"
ticker: "OUST"
cik: "0001816581"
company_name: "Ouster, Inc."
filed_at: "2026-06-18T20:05:34+00:00"
generated_at: "2026-06-18T20:12:34.292652+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Ouster shareholders approve doubling of authorized shares to 200M; officer exculpation fails

## Summary
- Authorized common shares increased from 100M to 200M; 41.6M for, 4.0M against.
- Phillip Eyler and Angus Pacala re-elected as Class II directors.
- PricewaterhouseCoopers ratified as independent auditor for FY2026.
- Advisory say-on-pay approved (24.0M for, 6.0M against).
- Proposal to exculpate officers from fiduciary duty breaches was not approved (26.8M for, 3.4M against, but required majority of outstanding shares).

## SEC filing metadata
- accession: 0001193125-26-275810
- form_type: 8-K
- ticker: OUST
- cik: 0001816581
- company_name: Ouster, Inc.
- filed_at: 2026-06-18T20:05:34+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1816581/000119312526275810/0001193125-26-275810-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1816581/000119312526275810/d163903d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-275810
- JSON: https://secwatch.observer/filing/0001193125-26-275810.json
- Plain text: https://secwatch.observer/filing/0001193125-26-275810.txt

## Key facts
- Governance Changes
  Ouster, Inc.: Amended Certificate of Incorporation to increase authorized common shares from 100,000,000 to 200,000,000 (effective 2026-06-17).
  - Change: charter amendment
  - Effective: 2026-06-17
  source text: the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Authorized Shares Amendment, which became effective upon filing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1816581/000119312526275810/0001193125-26-275810-index.htm
- Shareholder Votes
  Ouster, Inc. shareholders approved Election of two Class II directors to serve until the 2029 annual meeting at the 2026-06-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-17
  source text: Item 1 - Election of two Class II directors to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified. NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes Phillip M. Eyler 29,923,243 557,949 15,441,729 Angus Pacala 27,143,496 3,337,696 15,441,729
  evidence_url: https://www.sec.gov/Archives/edgar/data/1816581/000119312526275810/0001193125-26-275810-index.htm
- Shareholder Votes
  Ouster, Inc. shareholders approved Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-06-17 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-17
  source text: Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 45,381,535 332,328 209,058 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1816581/000119312526275810/0001193125-26-275810-index.htm
- Shareholder Votes
  Ouster, Inc. shareholders approved Amendment to Certificate of Incorporation to increase authorized common stock from 100,000,000 to 200,000,000 at the 2026-06-17 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2026-06-17
  source text: Item 4 - Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 100,000,000 to 200,000,000. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 41,616,898 4,013,345 292,678 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1816581/000119312526275810/0001193125-26-275810-index.htm
- Shareholder Votes
  Ouster, Inc. shareholders rejected Amendment to Certificate of Incorporation to provide for exculpation of officers from breaches of fiduciary duty at the 2026-06-17 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2026-06-17
  source text: Item 5 - Approval of an amendment to the Company’s Certificate of Incorporation, as amended, 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. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 26,786,230 3,406,515 288,447 15,441,729
  evidence_url: https://www.sec.gov/Archives/edgar/data/1816581/000119312526275810/0001193125-26-275810-index.htm
- Shareholder Votes
  Ouster, Inc. shareholders approved Advisory (non-binding) approval of the compensation of named executive officers at the 2026-06-17 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-17
  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 24,030,941 6,027,161 423,090 15,441,729
  evidence_url: https://www.sec.gov/Archives/edgar/data/1816581/000119312526275810/0001193125-26-275810-index.htm

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