Board of Directors and Corporate Governance
Each submission must include, among other things, the name, age, business address, and residence
address of the proposed candidate, the principal occupation or employment of the proposed candidate, details of the proposed candidates ownership of our capital stock, a description of the proposed candidates business experience for at
least the last five years, and a description of the proposed candidates qualifications as a director. Any such submission must be accompanied by the written consent of the proposed candidate to be named as a nominee and to serve as a director
if elected.
If, rather than submitting a candidate to our nominating and corporate governance committee for consideration, you wish to formally nominate a director
pursuant to proxy materials that you will prepare and file with the SEC, please see the deadline described in When are stockholder proposals and director nominations due for next years annual meeting? in the section titled
Questions and Answers About These Proxy Materials and Voting and refer to our amended and restated bylaws for a complete description of the required procedures for nominating a candidate to our board of directors.
Communications with Our Board of Directors
Our relationship with our stockholders is an important part of our corporate governance program. Engaging with stockholders helps us to understand how they view us, to
set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices, or other aspects of our operations. Our stockholder and investor outreach includes investor
road shows, analyst meetings, and investor conferences and meetings. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases, and our website.
Our webcasts for quarterly earnings releases are open to all. These webcasts are available in real time and are archived on our website for a period of time.
Interested parties wishing to communicate with our board of directors or an individual director may do so by sending a written communication to the board of directors or
such director c/o 285 Fulton Street, One World Trade Center, 82nd Floor, New York, New York 10007, Attn: Corporate Secretary. The Corporate Secretary will review each communication. The Corporate Secretary will forward such communication to our
board of directors or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening, or similarly inappropriate, in which case the Corporate
Secretary shall discard the communication or inform the proper authorities, as may be appropriate.
Code of Conduct and Ethics
Our board of directors has adopted the Olo Inc. Code of Conduct and Ethics that applies to all officers, directors,
contractors, consultants, and others who may be temporarily assigned to perform work or services for us. The Code of Conduct and Ethics is available on our website at investors.olo.com. If we make any substantive amendments to the Code of
Conduct and Ethics or grant any waiver from a provision of the Code of Conduct and Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.
Corporate Governance Guidelines
Our board of directors has adopted the Olo Inc. Corporate Governance Guidelines for the conduct and operation of our board of directors in order to give directors a
flexible framework for effectively pursuing our objectives for the benefit of our stockholders. The Corporate Governance Guidelines set forth the practices our board of directors intends to follow with respect to board composition and selection,
board meetings, board access to senior management, Chief Executive Officer performance evaluation, management succession planning, and board committees and compensation. The Corporate Governance Guidelines may be viewed on our website at
investors.olo.com.
Hedging Policy
Our board of directors has adopted an insider trading policy, which prohibits hedging or monetization transactions with respect to our common stock, including through the
use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, our insider trading policy prohibits trading in derivative securities related to our common stock, which include publicly traded
call and put options, engaging in short selling of our common stock, purchasing our common stock on margin, or holding it in a margin account and pledging our shares as collateral for a loan.