OUSTER INC (OUST)
Sector: Information Technology
2026 Annual Meeting Analysis
OUSTER INC · Meeting: June 17, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Mr. Eyler joined the board in December 2025, well within the 24-month new-director exemption from the TSR trigger, and brings relevant experience as a former CEO and director of public technology/industrial companies; no overboarding, attendance, independence, or other policy concerns identified.
As CEO and co-founder, Mr. Pacala is subject to the same TSR trigger as all directors, but Ouster's 3-year price return of +613.9% vastly exceeds the XLK sector ETF benchmark return of +113.6% by approximately +500 percentage points, far above the 65-percentage-point trigger threshold for strong positive TSR; no overboarding, attendance, or other policy concerns identified.
Both Class II director nominees pass all policy screens: Eyler is exempt as a director who joined within the last 24 months, and Pacala's tenure coincides with exceptional stock outperformance of the XLK ETF benchmark by roughly 500 percentage points, well above the 65-percentage-point threshold required to trigger a negative vote.
Say on Pay
✓ FORCEO
Angus Pacala
Total Comp
$3,363,100
Prior Support
94.1%%
CEO Angus Pacala received total compensation of $3,363,100 in 2025, which is within a reasonable range for a CEO at a $1.6 billion technology company; the prior Say on Pay vote received 94.1% support, indicating strong shareholder endorsement of the pay program with no remediation concerns. Pay mix is appropriately weighted toward variable compensation — base salary of $400,000 represents approximately 12% of total pay, with the remainder in performance-based bonuses and stock awards that vest over time — and the company's outstanding 3-year stock performance of +613.9% confirms that incentive pay has been well-earned relative to shareholder outcomes. The company also maintains a meaningful clawback policy consistent with SEC and Nasdaq requirements.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
4 yrs
Audit Fees
$2,754,000
Non-Audit Fees
$2,000
Non-audit fees of $2,000 represent less than 0.1% of audit fees of $2,754,000, far below the 50% threshold that would raise independence concerns; PwC has served since at least 2022 (approximately 4 years), well below the 25-year tenure threshold; PwC is a Big 4 firm appropriate for a $1.6B company; no material restatements attributable to audit failure were identified (the previously disclosed material weaknesses were fully remediated in 2025).
Actual Vote Results
Meeting held June 17, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Phillip M. Eyler | 98.2% | 29.9M | 557,949 | ✓ Elected |
| Angus Pacala | 89.0% | 27.1M | 3.3M | ✓ Elected |
Broker non-votes: 15.4M
Say on Pay
For 24.0M · Against 6.0M · Abstain 423,090
Auditor Ratification
For 45.4M · Against 332,328 · Abstain 209,058
Other Proposals
Proposal 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
Proposal 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
Overall Assessment
The 2026 Ouster annual meeting ballot is straightforward: both director nominees pass all policy screens, the auditor ratification is clean with negligible non-audit fees and appropriate firm size, and the Say on Pay proposal reflects a well-structured compensation program backed by 94% prior-year support and exceptional stock performance. The two charter amendments — increasing authorized shares and extending Delaware officer exculpation — are reasonable governance updates that warrant support.