8-K

Ouster, Inc.

Date: March 22, 2023

/s/ Megan Chung

Megan Chung

General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 16, 2023

Ouster, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39463	86-2528989
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 Treat Avenue

San Francisco, California 94110

(Address of principal executive offices) (Zip Code)

(415) 949-0108

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	OUST	New York Stock Exchange
Warrants to purchase common stock	OUST WS	New York Stock Exchange
Warrants to purchase common stock expiring 2025	OUST WTA	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 17, 2023, the Board of Directors (the “Board”) of Ouster, Inc. (the “Company”) approved an increase in the annual base salary of the Company’s Chief Executive Officer, Angus Pacala, to $400,000, effective April 1, 2023, and set the target for Mr. Pacala’s annual performance-based cash bonus opportunity as 100% of his annual base salary. On March 16, 2023, the Compensation Committee of the Board (the “Compensation Committee”) also approved an increase in base salary for Darien Spencer, the Company’s Chief Operating Officer, to $350,000 and for Nathan Dickerman, the Company’s President of Field Operations, to $350,000, in each case effective April 1, 2023, and retained the annual base salary for Mark Weinswig, the Company’s Chief Financial Officer, at $370,000. The Compensation Committee also set the target for Mr. Weinswig’s, Mr. Spencer’s and Mr. Dickerman’s annual performance-based cash bonus opportunities as 60%, 50% and 100% of their annual base salaries, respectively.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Ouster Inc. filed SEC Form 8-K: Leadership Update