Outset Medical, Inc.
For the period ended Jun 2, 2025. Filed Apr 11, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 2, 2025 · Filed Apr 11, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
| ☒ | Filed by the Registrant |
|---|---|
| ☐ | Filed by a Party other than the Registrant |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2025 Annual Meeting of Stockholders
Dear Outset Stockholders:
You are invited to attend Outset Medical, Inc.’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”).
| When | Where | Record Date |
|---|---|---|
| June 2, 2025 (Monday) At 10:30 a.m., Pacific Time | Via live audio webcast: www.virtualshareholdermeeting.com/OM2025 | Close of business on April 3, 2025 |
At the Annual Meeting, stockholders will be asked to vote on the following matters:
| Items of Business* | Board Recommendation | |||
|---|---|---|---|---|
| Proposal 1: | To elect the two (2) Class II directors named in this proxy statement to hold office until the 2028 annual meeting of stockholders | ü | FOR each nominee | |
| Proposal 2: | To hold a non-binding advisory vote to approve the 2024 compensation of our named executive officers as disclosed in this proxy statement | ü | FOR | |
| Proposal 3: | To approve an amendment to our 2020 Equity Incentive Plan to increase the number of shares of common stock available for issuance under the plan by 1,950,000 shares | ü | FOR | |
| Proposal 4: | To approve an amendment to our Employee Stock Purchase Plan to increase the number of shares of common stock available for issuance under the plan by 255,000 shares | ü | FOR | |
| Proposal 5: | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025 | ü | FOR | |
*We will also conduct any other business properly brought before the meeting.
| Attending the Annual Meeting | Voting |
|---|---|
| Stockholders of record at the close of business on April 3, 2025 can attend the Annual Meeting online, including to vote and/or submit questions, at www.virtualshareholdermeeting.com/OM2025. See page 5 of the accompanying proxy statement for additional information regarding participation in the virtual meeting. | Your vote is very important to us. Whether or not you plan to attend the virtual Annual Meeting, please ensure your shares are represented by voting promptly. For instructions on how to vote your shares, please refer to the instructions on the Internet Notice you received in the mail, the section entitled “Annual Meeting Information” beginning on page 1 of the accompanying proxy statement or, if you requested to receive printed copies of these materials, your enclosed proxy card. |
| By order of the Board of Directors, | Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting to be Held on June 2, 2025 at 10:30 a.m. Pacific Time via live audio webcast at www.virtualshareholdermeeting.com/OM2025 This Notice of 2025 Annual Meeting of Stockholders, the accompanying proxy statement and our 2024 annual report on Form 10-K are available on our website at https://investors.outsetmedical.com/financial-information/annual-reports, as well as at www.proxyvote.com. |
|---|---|
| /s/ John L. Brottem | |
| John L. Brottem | |
| General Counsel and Secretary | |
| Outset Medical, Inc. | |
| 3052 Orchard Drive | |
| San Jose, California 95134 | |
| April 11, 2025 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.