Proxy Results (Form 8-K)

At a special meeting of stockholders of Olo Inc. (the "Company" or "Olo") held on September 9, 2025 (the "Special Meeting"), the Company's stockholders voted to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of July 3, 2025 by and among the Company, Olo Parent, Inc., a Delaware corporation ("Parent") (f/k/a Project Hospitality Parent, LLC), and Project Hospitality Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the "Merger Proposal").

As of the close of business on August 4, 2025, the record date for the Special Meeting, there were 121,063,645 shares of Class A Common Stock, par value of $0.001 per share ("Class A Common Stock") and 48,637,315 shares of Class B Common Stock, par value of $0.001 per share ("Class B Common Stock", together with the Class A Common Stock, "Company Shares") issued and outstanding entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 84,127,769 shares of Class A Common Stock and 47,301,400 shares of Class B Common Stock, representing 77.44% of the shares Company Shares entitled to vote at the Special Meeting, were represented virtually or by proxy, constituting a quorum.

At the Special Meeting, the Company's stockholders considered (i) the Merger Proposal and (ii) a proposal to approve an advisory (non-binding) resolution on specified compensation that may be paid or become payable to the named executive officers of Olo in connection with the Merger (the "Compensation Proposal"). The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes virtually or by proxy to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting (as described in the Company's definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission (the "SEC") on August 8, 2025) was not voted on at the Special Meeting because there were sufficient votes to approve the Merger Proposal at the Special Meeting.

The results with respect to the Merger Proposal and the Compensation Proposal are set forth below.

The Merger Proposal

The proposal to approve the Merger requires the affirmative vote of the holders of (i) a majority of the voting power of the outstanding Company Shares, voting together as a single class, pursuant to the General Corporation Law of the State of Delaware entitled to vote thereon (the "Majority Vote") and (ii) (A) a majority of the voting power of the Class B Common Stock then outstanding, voting together as a single class, pursuant to Article IV(5) the Company's Amended and Restated Certificate of Incorporation (the "Charter") entitled to vote thereon (the "Class B Vote") and (B) at least 66 2/3% of the voting power of the outstanding Company Shares entitled to vote in the election of directors, voting together as a single class, pursuant to Article VIII of the Charter (the "Charter (Article VIII) Vote").

The following votes were cast at the Special Meeting (virtually or by proxy), and based on the results from the Inspector of Election, the Merger Proposal was approved by the requisite votes of the Company's stockholders:

The Compensation Proposal

The following votes were cast at the Special Meeting (virtually or by proxy), and based on the results from the Inspector of Election, the Compensation Proposal was approved by the requisite vote of the Company's stockholders: