DEF 14A: OneStream Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

OneStream, Inc. will hold its 2025 annual meeting of stockholders virtually on May 20, 2025, to elect directors and ratify the appointment of Ernst & Young LLP as its independent accounting firm.

Summary

• OneStream, Inc. will hold its 2025 annual meeting of stockholders on May 20, 2025, at 9:00 a.m. Eastern Time, conducted virtually via live audio webcast.
• Stockholders of record as of March 27, 2025, are entitled to vote at the meeting.
• The meeting will address the election of two Class I directors (Thomas Shea and Bradley Brown) for terms expiring in 2028 and the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The board of directors recommends voting for the director nominees and for the ratification of Ernst & Young LLP's appointment.
• As of the record date, there were 239,354,418 shares of common stock outstanding, including Class A, Class C, and Class D shares, with varying voting rights.
• KKR controls approximately 55.0% of the voting power and can determine the outcome of the proposals.
• The proxy materials are available online, and stockholders can vote via the Internet, telephone, or mail.
• The company's board consists of eight members, with seven deemed independent under Nasdaq rules.
• KKR has the right to nominate a percentage of the authorized number of directors equal to KKRs ownership of our outstanding common stock (rounded up to the nearest whole director).
• KKR currently beneficially owns approximately 39.5% of OneStream's outstanding common stock.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information about the upcoming annual meeting. The tone is professional and neutral, with a focus on corporate governance. The sentiment is moderately positive as it reflects the company's adherence to regulatory requirements and engagement with stockholders.

Positives

• The board of directors is composed of a majority of independent directors, promoting objective oversight.
• Stockholders have multiple convenient options for voting, including online, telephone, and mail.
• The company is providing detailed information about the proposals and voting procedures to stockholders.
• The company has a lead independent director, Mr. Welsh, who can call and preside over periodic meetings of our independent directors, serves as a liaison between our chairperson and our independent directors and performs such additional duties as a majority of our independent directors may otherwise determine and delegate.

Negatives

• KKR's significant voting power (55.0%) allows it to control the outcome of stockholder votes, potentially diminishing the influence of other stockholders.
• The Stockholders Agreement provides that so long as KKR owns at least 25% of our outstanding common stock, (1) KKR will have the right to appoint and remove the chairperson of our board of directors and the lead independent director, if any, and (2) KKRs consent will be required (a) for us to enter into any transaction or agreement that results in a change in control, and (b) for the termination, hiring or appointment of our chief executive officer.

Risks

• Reliance on KKR's continued ownership and influence could pose risks if KKR's interests diverge from those of other stockholders.
• The Stockholders Agreement will terminate at such time as KKR and its permitted transferees collectively cease to own at least 5% of our outstanding common stock, unless terminated earlier by KKR.

Future Outlook

The company is focused on electing directors and ratifying the appointment of its independent accounting firm, indicating a commitment to corporate governance and financial oversight.

Management Comments

• On behalf of our board of directors, we would like to express our appreciation for your continued support of and interest in OneStream.
• Sincerely, Thomas Shea Chairman and Chief Executive Officer

Industry Context

This announcement is a routine part of corporate governance, ensuring stockholders have the opportunity to participate in key decisions regarding the company's leadership and financial oversight.

Comparison to Industry Standards

• Holding an annual meeting of stockholders is standard practice for publicly traded companies, ensuring compliance with regulatory requirements and providing a forum for stockholder engagement.
• The virtual format of the meeting aligns with current trends in corporate governance, offering accessibility and cost-effectiveness.
• The board's recommendation on voting matters is typical, providing guidance to stockholders based on their assessment of what is in the company's best interest.
• The level of detail provided in the proxy statement is consistent with industry standards, ensuring stockholders have sufficient information to make informed decisions.

Management Changes

Stakeholder Impact

• Stockholders have the opportunity to vote on key proposals, influencing the company's direction.
• The election of directors impacts the composition and expertise of the board, affecting strategic decision-making.
• The ratification of the independent accounting firm ensures financial oversight and transparency.

Next Steps

• Stockholders are encouraged to review the proxy materials and vote on the proposals.
• The company will hold the annual meeting on May 20, 2025, and announce the voting results.

Key Dates

Keywords

annual meeting, proxy statement, directors, Ernst & Young, stockholders, voting, OneStream, KKR