Outset Medical (OM) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2026, via virtual webcast, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of April 9, 2026, are eligible to vote, with each share entitled to one vote per proposal.

• The company emphasizes environmental responsibility by encouraging electronic delivery of proxy materials.

Voting matters and shareholder proposals

• Proposal One: Election of two Class III directors for terms expiring in 2029.

• Proposal Two: Non-binding advisory vote on 2025 executive compensation (say-on-pay).

• Proposal Three: Ratification of KPMG LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 25, 2026.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes; six of seven directors are independent.

• Board leadership combines CEO and Chair roles, with a Lead Independent Director providing oversight.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board diversity includes three women and one racially/ethnically diverse director; average tenure is 5.1 years.

• Stock ownership guidelines and a clawback policy are in place for executives and directors.