📜 What This Document Is 📅

This document is Oklo Inc.'s Definitive Proxy Statement. Think of it as the official rulebook and informational packet that the company provides to its stockholders before the annual meeting. 📖 It doesn't contain financial performance metrics (like quarterly earnings), but instead outlines how the company is governed and what the major decisions the shareholders must vote on.

The purpose is to prepare stockholders for the 2026 Annual Meeting, which is scheduled for Wednesday, June 3, 2026. The materials are meant to educate shareholders on the company's corporate structure, its officers, and its key governance decisions.

👉 Key Takeaway: This filing tells you who the leaders are, how the board operates, and what business rules the shareholders need to vote to approve for the coming year.

🏢 What The Company Does 🌱

Oklo Inc. is a Delaware corporation operating in the advanced energy sector. While the filing doesn't describe its core technology or products in detail, it confirms the company is an entity involved in significant industrial and energy infrastructure projects.

👉 Company Scale: As of the Record Date (April 6, 2026), there were 173,919,838 shares of common stock outstanding and entitled to vote.

📅 The 2026 Annual Meeting Details 💻

The Annual Meeting is a critical annual event where the company’s stockholders exercise their voting rights regarding governance. Since the meeting is scheduled for Wednesday, June 3, 2026, all details are focused on making the process accessible.

The meeting will be completely virtual, conducted via live webcast. Stockholders can attend and participate online by visiting www.virtualshareholdermeeting.com/OKLO2026. The meeting will commence promptly at 12:00 p.m. Eastern time.

👉 How to Vote: Stockholders are strongly urged to vote their shares promptly via phone, the Internet, or by mail to ensure a quorum (a majority of voting power required to conduct business). The online voting window and telephone facilities are available 24 hours a day until 11:59 p.m. Eastern time on June 2, 2026.

🗳️ Proposals for Stockholder Vote ✨

The annual meeting requires shareholders to vote on specific matters that impact corporate governance. The Board has recommended supporting both proposals.

1. Electing Directors (Class II):

• The shareholders will vote to elect three directors: Caroline DeWitte, Richard W. Kinzley, and Dr. Mark Peters.
• These nominees will serve until the 2029 Annual Meeting of Stockholders.
• How it works: The election requires the "plurality of the votes cast," meaning the three nominees who receive the highest number of "FOR" votes will be elected.

2. Ratifying the Independent Auditor:

• Stockholders will vote to ratify the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• Why it matters: This is a standard corporate governance vote. Ratifying the auditor’s appointment gives the Board the support of the shareholders for the company's financial reporting practices.

🏛️ Board Governance & Structure ⚖️

Oklo is governed by a Board of Directors with 11 members. The Board is structured into three classes (Class I, Class II, and Class III) with staggered, three-year terms. This staggered structure is standard practice but can sometimes delay or prevent major changes in management or corporate control.

The Board oversees its operations through three specialized committees:

• Audit Committee: Oversees financial reporting, supervising the independent auditor and reviewing internal controls, including cybersecurity risks.
• Compensation Committee: Manages compensation for executive officers and non-employee directors, approving forms and amounts of pay and equity awards.
• Nominating and Corporate Governance Committee: Focuses on finding and evaluating potential director candidates and developing the company's overall governance policies.

👉 Key Takeaway: The committees ensure that the company’s financials are audited properly, that executive pay is controlled, and that the board always has a pipeline of qualified nominees.

💰 Executive and Director Compensation 💸

Executive compensation is a primary focus of governance, designed to attract and retain top talent. The Board, through the Compensation Committee, is highly transparent about these pay structures.

The Summary Compensation Table shows the total compensation for three named executive officers (NEOs) in the most recent years:

Name	Role	2025 Total Compensation	2024 Total Compensation
Jacob DeWitte	CEO and Director	$7,037,160	$3,648,918
Caroline DeWitte	COO and Director	$2,039,495	$2,486,417
R. Craig Bealmear	CFO	(Data is cut off)	(Data is cut off)

Note: The table data for the CFO's 2024 and 2025 totals was incomplete in the filing.

👉 Compensation Components: A key insight is that compensation is broken down into salary, bonuses, stock awards, and option awards. These components allow the company to tie executive pay to performance and future value, not just cash salaries.

♻️ Change of Independent Public Accountant 📊

A significant governance action detailed in the filing is the change of Oklo’s independent accounting firm.

• Dismissal: Effective October 9, 2024, the Audit Committee dismissed Marcum LLP.
• New Appointment: Effective October 10, 2024, the Audit Committee approved the appointment of Deloitte & Touche LLP as the new independent registered public accounting firm.
• No Disagreements: The company confirmed there were no "disagreements" with Marcum regarding accounting principles, nor were there any "reportable events" (other than material weaknesses in internal controls for 2022, which were fixed in 2023).

👉 Why it matters: The auditor selection is heavily overseen by the Audit Committee. The transition shows that the company proactively managed a change in its key financial oversight partner.

👨‍💼 Director & Officer Expertise 🧠

The Board's expertise is critical for oversight. The filing dedicates extensive sections to detailing the backgrounds of all directors and officers, emphasizing their deep experience in nuclear energy, finance, and technology.

• Dr. Mark Peters: Is highly specialized in nuclear energy, having spent over 25 years leading R&D at major national laboratories. He is recognized as an expert in the field.
• David B. Poneman: Brings significant government and energy industry experience, including serving as Deputy Secretary of Energy at the U.S. Department of Energy.
• Jacob DeWitte: Has deep history in the sector, having co-founded Legacy Oklo and working in nuclear engineering since the early 2000s.

👉 Board Skillset: The collective experience—ranging from military service (Lt. Gen. Jansen) to large-scale corporate finance (Richard W. Kinzley) and government policy (Derek Kan)—is designed to give the Board a broad and robust understanding of the energy and technology markets.

🚧 Corporate Governance Guidelines & Risks 💡

The Board has established formal guidelines to maintain high standards of corporate governance. This is crucial for investor trust, as it dictates how the company makes decisions.

The Board confirms that it maintains responsibility for overseeing management risks, which are primarily delegated to the committees. Key risk areas include:

1. Cybersecurity Risks: The Audit Committee is responsible for discussing risk management policies, including specific guidelines related to cybersecurity.
2. Credit, Liquidity, and Operations: The entire Board regularly reviews information regarding the company's credit health, cash flow (liquidity), and day-to-day operations.
3. Internal Controls: The Board regularly discusses with management the policies used to assess and manage both internal (within the company) and external risks.

👉 Board Independence: The filing notes that while the Chairman and CEO roles are currently combined (Jacob DeWitte serves as both), eight of the eleven directors are independent under NYSE listing standards, with Michael Thompson serving as the Lead Independent Director.

📞 Action Items & Contacts ℹ️

If you have questions about the proxy materials or the meeting logistics, specific contacts and procedures are provided.

• General Information: The company advises that all communications relating to corporate governance should be addressed to: c/o Corporate Secretary, Oklo Inc., 3190 Coronado Dr., Santa Clara, CA 95054.
• Investor Communications: Stockholders can send general communications to [email protected].
• Board Materials: The Proxy Statement and 2025 Annual Report are available online at www.proxyvote.com.
• Hearing Questions: The meeting will provide instructions on submitting questions directly to the board via the webcast.

🧠 The Analogy 🧑‍⚖️

Think of the Annual Meeting Proxy Statement as a corporate "report card for leadership." It doesn't report grades on sales or revenue, but it rates the Board of Directors and its committees. It tells you, "These are the people in charge (the board), these are the rules they must follow (the governance), and these are the votes we need you to cast to keep the operation running smoothly (the proposals)." It is all about trust and structure.

🧩 Final Takeaway ✨

Oklo is focused heavily on solidifying its governance structure and building investor trust ahead of key votes. The company is asking shareholders to approve the continuation of its current leadership and the continued use of Deloitte & Touche LLP as its independent financial watchdog.