Ouster (OUST) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2025, allowing shareholders to attend, vote, and ask questions online, with the aim of increasing participation and reducing costs.

• Shareholders of record as of April 21, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, executive compensation, and a charter amendment.

• The board recommends voting in favor of all proposals and provides multiple methods for proxy voting, including online, phone, and mail.

Voting matters and shareholder proposals

• Election of three Class I directors to serve until 2028.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025.

• Advisory (non-binding) approval of named executive officer compensation (say-on-pay).

• Approval of an amendment to the Certificate of Incorporation to provide for officer exculpation from certain fiduciary duty claims, as permitted by Delaware law.

• No other business is currently expected, but proxies may vote on unforeseen matters at their discretion.

Board of directors and corporate governance

• The board consists of seven members divided into three staggered classes, with a mix of independent and management directors.

• All directors except the CEO are considered independent under Nasdaq rules.

• The board has Audit, Compensation, and Nominating & Corporate Governance Committees, each with defined charters and independent membership.

• The board separates the roles of Chair and CEO and has a Vice Chair; leadership structure is reviewed regularly.

• Directors are expected to attend at least 75% of meetings; all did so in 2024.