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OUSTER INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and OUSTER INC.’s Form 8-K, filed June 25, 2024 (Item 5.07 on EDGAR). Page generated October 25, 2026.

7Ballot items
121Asset managers
394Fund votes
June 21, 2024Meeting date

Results at a glance

Meeting of June 21, 2024: 7 items on OUSTER INC.’s Form 8-K, filed June 25, 2024: 1 approved · 6 without a stated outcome.

Material dissent

5. Approval of the Velodyne Lidar, Inc. 2020 Equity Incentive Plan 65% of votes cast Approved Under 80%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore OUSTER INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by OUSTER INC.

These tallies are OUSTER INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 25, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

OUSTER INC. — official shareholder meeting results, meeting held June 21, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Susan Heystee	13,508,652	--	--	3,265,505	13,024,213	81%	Not verified	—
Elect Director: Angus Pacala	13,886,219	--	--	2,887,938	13,024,213	83%	Not verified	—
Elect Director: Theodore L. Tewksbury, Ph.D.	14,281,071	--	--	2,493,086	13,024,213	85%	Not verified	—
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024	29,560,662	82,328	155,380	--	0	99.7%	Not verified	—
3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers	16,139,063	363,484	271,610	--	13,024,213	98%	Not verified	—
4. Approval of the amended and restated 2022 Employee Equity Incentive Plan	16,147,274	397,517	229,366	--	13,024,213	98%	Not verified	—
5. Approval of the Velodyne Lidar, Inc. 2020 Equity Incentive Plan	10,895,621	5,742,707	135,829	--	13,024,213	65%	Approved	—

Source: OUSTER INC., Form 8-K, filed with the SEC on June 25, 2024 — read the filing on EDGAR.

How asset managers voted at the OUSTER INC. 2023-2024 meeting

Each item below shows how the 121 asset managers that disclosed a OUSTER INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Angus Pacala

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%WITHHELD

FOR: 13,886,219WITHHELD: 2,887,938

Details: description as filed, official tally, votes by 18 asset managers

Description as filed by funds: Election of Class III Directors: Angus Pacala

OUSTER INC.’s own tally for this item (“Elect Director: Angus Pacala”): 13,886,219 for, 2,887,938 withheld, per its Form 8-K filed June 25, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 83% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 18 asset managers below reported 2,089,189 for, 92,844 withheld, 60 abstained.

FOR

FOR: 2,089,189ABSTAIN: 60WITHHOLD: 92,844

Largest asset managers voting on “Election of Class III Directors: Angus Pacala” at OUSTER INC., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	1,897,439	0	0	For
RBB Fund Trust	48,272	0	0	For
Charles Schwab	47,873	0	0	For
BlackRock	44,060	0	0	For
State Street	37,738	0	167	For
1290 Funds	0	0	30,238	Withhold
American Century	0	0	26,883	Withhold
Dimensional	0	0	20,758	Withhold
Fidelity	8,072	0	100	For
Nationwide	0	0	7,008	Withhold
ProShares	0	0	6,289	Withhold
Equitable	5,672	0	0	For
Direxion Shares ETF Trust	0	0	1,249	Withhold
Guggenheim	0	0	112	Withhold
Advisors' Inner Circle Fund III	63	0	0	For
John Hancock	0	60	0	Abstain
Victory Capital	0	0	39	Withhold
Brighthouse	0	0	1	Withhold

2. Elect Director: Susan Heystee

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%WITHHELD

FOR: 13,508,652WITHHELD: 3,265,505

Details: description as filed, official tally, votes by 18 asset managers

Description as filed by funds: Election of Class III Directors: Susan Heystee

OUSTER INC.’s own tally for this item (“Elect Director: Susan Heystee”): 13,508,652 for, 3,265,505 withheld, per its Form 8-K filed June 25, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 81% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 18 asset managers below reported 2,039,394 for, 142,639 withheld, 60 abstained.

FOR

FOR: 2,039,394ABSTAIN: 60WITHHOLD: 142,639

Largest asset managers voting on “Election of Class III Directors: Susan Heystee” at OUSTER INC., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	1,897,439	0	0	For
RBB Fund Trust	48,272	0	0	For
Charles Schwab	47,873	0	0	For
BlackRock	0	0	44,060	Withhold
State Street	37,738	0	167	For
1290 Funds	0	0	30,238	Withhold
American Century	0	0	26,883	Withhold
Dimensional	0	0	20,758	Withhold
Fidelity	8,072	0	100	For
Nationwide	0	0	7,008	Withhold
ProShares	0	0	6,289	Withhold
Equitable	0	0	5,672	Withhold
Direxion Shares ETF Trust	0	0	1,249	Withhold
Guggenheim	0	0	112	Withhold
Advisors' Inner Circle Fund III	0	0	63	Withhold
John Hancock	0	60	0	Abstain
Victory Capital	0	0	39	Withhold
Brighthouse	0	0	1	Withhold

3. Elect Director: Theodore L. Tewksbury, Ph.D.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%WITHHELD

FOR: 14,281,071WITHHELD: 2,493,086

Details: description as filed, official tally, votes by 18 asset managers

Description as filed by funds: Election of Class III Directors: Theodore L. Tewksbury, Ph.D.

OUSTER INC.’s own tally for this item (“Elect Director: Theodore L. Tewksbury, Ph.D.”): 14,281,071 for, 2,493,086 withheld, per its Form 8-K filed June 25, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 85% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 18 asset managers below reported 2,051,428 for, 130,605 withheld, 60 abstained.

FOR

FOR: 2,051,428ABSTAIN: 60WITHHOLD: 130,605

Largest asset managers voting on “Election of Class III Directors: Theodore L. Tewksbury, Ph.D.” at OUSTER INC., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	1,897,439	0	0	For
RBB Fund Trust	48,272	0	0	For
Charles Schwab	47,873	0	0	For
BlackRock	44,060	0	0	For
State Street	40	0	37,865	Withhold
1290 Funds	0	0	30,238	Withhold
American Century	0	0	26,883	Withhold
Dimensional	0	0	20,758	Withhold
Fidelity	8,072	0	100	For
Nationwide	0	0	7,008	Withhold
ProShares	0	0	6,289	Withhold
Equitable	5,672	0	0	For
Direxion Shares ETF Trust	0	0	1,249	Withhold
Guggenheim	0	0	112	Withhold
Advisors' Inner Circle Fund III	0	0	63	Withhold
John Hancock	0	60	0	Abstain
Victory Capital	0	0	39	Withhold
Brighthouse	0	0	1	Withhold

4. 4. Approval of the amended and restated 2022 Employee Equity Incentive Plan

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 16,147,274AGAINST: 397,517

Details: description as filed, official tally, votes by 22 asset managers

Description as filed by funds: APPROVAL OF THE AMENDED AND RESTATED 2022 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE.

OUSTER INC.’s own tally for this item (“4. Approval of the amended and restated 2022 Employee Equity Incentive Plan”): 16,147,274 for, 397,517 against, per its Form 8-K filed June 25, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 22 asset managers below reported 2,182,192 for, 0 against.

FOR

FOR: 2,182,192AGAINST: 0

Largest asset managers voting on “APPROVAL OF THE AMENDED AND RESTATED 2022 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHOR” at OUSTER INC., 2023-2024
Asset manager	For	Vote
Vanguard	1,897,439	For
RBB Fund Trust	48,272	For
Charles Schwab	47,873	For
BlackRock	44,060	For
State Street	37,905	For
1290 Funds	30,238	For
American Century	26,883	For
Dimensional	20,758	For
Fidelity	8,172	For
Nationwide	7,008	For
ProShares	6,289	For
Equitable	5,672	For
Direxion Shares ETF Trust	1,249	For
Guggenheim	112	For
Advisors' Inner Circle Fund III	63	For
John Hancock	60	For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	50	For
MARCO INVESTMENT MANAGEMENT LLC	41	For
Victory Capital	39	For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma	5	For
Berkeley Capital Partners, LLC	3	For
Brighthouse	1	For

5. 5. Approval of the Velodyne Lidar, Inc. 2020 Equity Incentive Plan

Official resultCOMPENSATIONReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

65% Approved · of votes cast

FOR 65%AGAINST

FOR: 10,895,621AGAINST: 5,742,707

Details: description as filed, official tally, votes by 20 asset managers

Description as filed by funds: APPROVAL OF THE VELODYNE LIDAR, INC. 2020 EQUITY INCENTIVE PLAN.

OUSTER INC.’s own tally for this item (“5. Approval of the Velodyne Lidar, Inc. 2020 Equity Incentive Plan”): 10,895,621 for, 5,742,707 against — passed, per its Form 8-K filed June 25, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Item 5 - Approval of the Velodyne Lidar, Inc. 2020 Equity Incentive Plan.”
Support: 65% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 20 asset managers below reported 48,312 for, 2,133,825 against.

AGAINST

FOR: 48,312AGAINST: 2,133,825

Largest asset managers voting on “APPROVAL OF THE VELODYNE LIDAR, INC. 2020 EQUITY INCENTIVE PLAN.” at OUSTER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	0	1,897,439	Against
RBB Fund Trust	48,272	0	For
Charles Schwab	0	47,873	Against
BlackRock	0	44,060	Against
State Street	40	37,865	Against
1290 Funds	0	30,238	Against
American Century	0	26,883	Against
Dimensional	0	20,758	Against
Fidelity	0	8,172	Against
Nationwide	0	7,008	Against
ProShares	0	6,289	Against
Equitable	0	5,672	Against
Direxion Shares ETF Trust	0	1,249	Against
Guggenheim	0	112	Against
Advisors' Inner Circle Fund III	0	63	Against
John Hancock	0	60	Against
MARCO INVESTMENT MANAGEMENT LLC	0	41	Against
Victory Capital	0	39	Against
Berkeley Capital Partners, LLC	0	3	Against
Brighthouse	0	1	Against

6. 3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 12 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 16,139,063AGAINST: 363,484

Details: description as filed, official tally, votes by 121 asset managers

Description as filed by funds: Approval, on an advisory (non- binding) basis, of the compensation of the Company's named executive officers.

OUSTER INC.’s own tally for this item (“3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers”): 16,139,063 for, 363,484 against, per its Form 8-K filed June 25, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 18 asset managers voting on “Approval, on an advisory (non- binding) basis, of the compensation of the Company's named executive officers.” at OUSTER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,897,439	0	For
RBB Fund Trust	48,272	0	For
Charles Schwab	47,873	0	For
BlackRock	44,060	0	For
State Street	37,887	18	For
1290 Funds	30,238	0	For
American Century	0	26,883	Against
Dimensional	20,758	0	For
Fidelity	8,172	0	For
Nationwide	7,008	0	For
ProShares	6,289	0	For
Equitable	5,672	0	For
Direxion Shares ETF Trust	1,249	0	For
Guggenheim	112	0	For
Advisors' Inner Circle Fund III	63	0	For
John Hancock	60	0	For
Victory Capital	39	0	For
Brighthouse	1	0	For

Fund voting reports, all 18 managers: 2,155,192 for, 26,901 against.

Institutional-manager reports: 110 asset managers voting on “Approval, on an advisory (non- binding) basis, of the compensation of the Company's named executive officers.” at OUSTER INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
DE Shaw	656,592	0	0	For
NEW YORK STATE COMMON RETIREMENT FUND	601,475	0	0	For
Mitsubishi UFJ Asset Management Co., Ltd.	542,650	0	0	For
BlackRock	366,361	2	0	For
Point72	283,253	0	0	For
MARSHALL WACE, LLP	234,086	0	0	For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	165,536	0	0	For
Penn Capital Management Company, LLC	113,142	0	0	For
BALYASNY ASSET MANAGEMENT L.P.	92,068	0	0	For
AMERIPRISE FINANCIAL INC	68,760	17,270	0	Mixed
State Street	71,058	18	0	For
Northern Trust	54,396	0	0	For
Charles Schwab	47,873	0	0	For
Citadel	36,946	0	0	For
LANDSCAPE CAPITAL MANAGEMENT, L.L.C.	0	0	36,106	Abstain
CIBC WORLD MARKET INC.	29,928	0	0	For
HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND	27,500	0	0	For
American Century	0	26,883	0	Against
RBC Capital Markets, LLC	19,365	0	0	For
STIFEL NICOLAUS & CO INC \MO\	17,556	0	0	For
ESSEX INVESTMENT MANAGEMENT CO LLC	15,577	0	0	For
Two Sigma	14,868	0	0	For
Vanguard	14,738	0	0	For
BROWN ADVISORY INC	12,109	0	0	For
Corient Private Wealth LLC	11,036	0	0	For

Institutional-manager reports, all 110 managers: 3,579,355 for, 45,928 against, 36,108 abstained, 400 not voted. Showing the 25 largest; see all in the interactive database.

7. 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 29,560,662AGAINST: 82,328

Details: description as filed, official tally, votes by 21 asset managers

Description as filed by funds: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

OUSTER INC.’s own tally for this item (“2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024”): 29,560,662 for, 82,328 against, per its Form 8-K filed June 25, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 21 asset managers below reported 2,182,187 for.

FOR

FOR: 2,182,187

Largest asset managers voting on “Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public a” at OUSTER INC., 2023-2024
Asset manager	For	Vote
Vanguard	1,897,439	For
RBB Fund Trust	48,272	For
Charles Schwab	47,873	For
BlackRock	44,060	For
State Street	37,905	For
1290 Funds	30,238	For
American Century	26,883	For
Dimensional	20,758	For
Fidelity	8,172	For
Nationwide	7,008	For
ProShares	6,289	For
Equitable	5,672	For
Direxion Shares ETF Trust	1,249	For
Guggenheim	112	For
Advisors' Inner Circle Fund III	63	For
John Hancock	60	For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	50	For
MARCO INVESTMENT MANAGEMENT LLC	41	For
Victory Capital	39	For
Berkeley Capital Partners, LLC	3	For
Brighthouse	1	For

Largest OUSTER INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 44,978,704 shares outstanding at the time of that meeting.

Fund voting reports: top OUSTER INC. shareholders by shares voted on “Approval, on an advisory (non- binding) basis, of the compensation of the Company's named…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	4.22%
2	RBB Fund Trust	0.11%
3	Charles Schwab	0.11%
4	BlackRock	0.10%
5	State Street	0.08%
6	1290 Funds	0.07%
7	American Century	0.06%
8	Dimensional	0.05%
9	Fidelity	0.02%
10	Nationwide	0.02%

Institutional-manager reports: top OUSTER INC. shareholders by shares voted on “Approval, on an advisory (non- binding) basis, of the compensation of the Company's named…”, 2023-2024
#	Asset manager	% of shares outstanding
1	DE Shaw	1.46%
2	NEW YORK STATE COMMON RETIREMENT FUND	1.34%
3	Mitsubishi UFJ Asset Management Co., Ltd.	1.21%
4	BlackRock	0.81%
5	Point72	0.63%
6	MARSHALL WACE, LLP	0.52%
7	STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	0.37%
8	Penn Capital Management Company, LLC	0.25%
9	BALYASNY ASSET MANAGEMENT L.P.	0.20%
10	AMERIPRISE FINANCIAL INC	0.19%

Reported OUSTER INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

OUSTER INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
BlackRock	10.82%	13F
Vanguard Group	10.49%	13F
Banyan Venture Holdings LLC	5.43%	DEF14A
Angus Pacala	3.34%	DEF14A
Morgan Stanley	1.75%	13F
Millennium Management	1.51%	13F
Geode Capital	0.81%	13F
Goldman Sachs	0.60%	13F
D.E. Shaw	0.58%	13F
Citadel Advisors	0.49%	13F

Percentages above are of 44,978,704 shares outstanding, as reported by OUSTER INC. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from OUSTER INC.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At OUSTER INC.'s shareholder meeting held June 21, 2024, in the 2023-2024 proxy season, 121 asset managers reported how they voted on 7 ballot items in their SEC Form N-PX filings, covering 394 separate fund positions. On the most widely held item on that ballot — Approval, on an advisory (non- binding) basis, of the compensation of the Company's named… — FOR was 98% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: OUSTER INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 25, 2024.

OUSTER INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.