Outset Medical, Inc.

8-K · om-20260604.htm iXBRL

0001484612 2026-06-04 2026-06-04

  

  
 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): June 4, 2026

 Outset Medical, Inc.
 (Exact name of Registrant as Specified in Its Charter)

 Delaware

 001-39513

 20-0514392

 (State or Other Jurisdiction
 of Incorporation)

 (Commission File Number)

 (IRS Employer
 Identification No.)

  

  

  

 3052 Orchard Dr. ,
 San Jose , California

 95134

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant’s Telephone Number, Including Area Code: ( 669 ) 231-8200
 Not Applicable
 (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 (17 CFR 230.425)

 ☐

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 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, $0.001 par value per share

  

 OM

  

 The Nasdaq Stock Market LLC

 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 5.07. Submission of Matters to a Vote of Security Holders.
 On June 4, 2026, the Company held its Annual Meeting of Stockholders at 1:30 p.m. Pacific Time in a virtual format via live audio webcast (the “Annual Meeting”). As of April 9, 2026, the Company’s record date, there were a total of 18,529,233 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the beginning of the Annual Meeting, 13,890,864 shares of common stock were present virtually in person or by proxy, and, therefore, a quorum was present. Three items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.
 Proposal One: Election of Class III Directors
 Each of Brent D. Lang and Karen Prange was elected to serve as a class III director to hold office until the Company’s 2029 annual meeting of stockholders and until the election and qualification of his or her successor. Votes were cast as follows:

 For

 Withheld

 Broker Non-Votes

 Brent D. Lang

 8,109,357

 2,642,698

 3,138,809

 Karen Prange

 10,317,822

 434,233

 3,138,809

 Since the Board is divided into three classes with one class elected each year to hold office for a three-year term, the following directors continued to serve as directors of the Company immediately after the Annual Meeting: Karen Drexler, D. Keith Grossman, Patrick T. Hackett, Kevin O’Boyle and Leslie Trigg.
 Proposal Two: Advisory Vote on Named Executive Officer Compensation
 The proposal to approve the 2025 compensation of the Company’s named executive officers as disclosed in its 2026 proxy statement on a non-binding advisory basis was approved by the following vote:

 For

 Against

 Abstain

 Broker Non-Votes

 7,548,774

 3,196,870

 6,411

 3,138,809

 Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm
 The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following vote:

 For

 Against

 Abstain

 Broker Non-Votes

 13,554,287

 20,047

 316,530

 —

  
  

  

  

 SIGNATURES
 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 thereunto duly authorized.
  

 Outset Medical, Inc.
  

 Date: June 5, 2026

 By:

 /s/ John Brottem

 John Brottem

 General Counsel