UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: |
ShotSpotter, Inc. |
(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 21, 2023, SoundThinking, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following four proposals: (i) to elect three nominees for Class III director each to hold office until the 2026 Annual Meeting of Stockholders or until a successor is duly elected and qualified or until the director’s earlier death, resignation or removal (“Proposal 1”); (ii) to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (“Proposal 2”); (iii) to indicate, on a non-binding advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers (“Proposal 3”); and (iv) to ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023 (“Proposal 4”), each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 1, 2023 (the “Proxy Statement”). The following sets forth the certified voting results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1 – Election of Class II Directors
The Company’s stockholders approved Proposal 1. The voting results were as follows:
Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Ralph A. Clark |
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8,770,494 |
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224,734 |
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1,761,710 |
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Marc Morial |
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7,455,812 |
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1,539,416 |
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1,761,710 |
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Ruby Sharma |
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8,728,782 |
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266,446 |
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1,761,710 |
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There were no abstentions with respect to Proposal 1.
Proposal 2 – Advisory Vote on the Compensation of the Company’s Named Executive Officers (“Say-on-Pay Vote”)
The Company’s stockholders approved Proposal 2. The voting results were as follows:
Votes For |
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Votes Against |
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Abstentions |
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6,149,218 |
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2,831,206 |
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3,276 |
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Proposal 3 – Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of the Compensation of the Company’s Named Executive Officers (“Say-on-Frequency Vote”)
The Company’s stockholders approved Proposal 3. The voting results were as follows:
1 Year |
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2 Years |
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3 Years |
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Abstentions |
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8,758,042 |
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93,064 |
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127,173 |
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5,421 |
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Proposal 4 – Ratification of the Selection of Baker Tilly US, LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2023
The Company’s stockholders approved Proposal 4. The voting results were as follows:
Votes For |
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Votes Against |
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Abstentions |
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10,722,555 |
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18,792 |
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4,063 |
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No other matters were submitted for stockholder action at the Annual Meeting
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.
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SoundThinking, Inc. |
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Date: June 22, 2023 |
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By: |
/s/Ralph A. Clark |
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Ralph A. Clark |
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President and Chief Executive Officer |
Document and Entity Information |
Jun. 21, 2023 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 21, 2023 |
| Entity Registrant Name | SoundThinking, Inc. |
| Entity Central Index Key | 0001351636 |
| Entity Emerging Growth Company | false |
| Entity File Number | 001-38107 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 47-0949915 |
| Entity Address, Address Line One | 39300 Civic Center Dr. |
| Entity Address, Address Line Two | Suite 300 |
| Entity Address, City or Town | Fremont |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94538 |
| City Area Code | 510 |
| Local Phone Number | 794-3100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, par value $0.005 per share |
| Trading Symbol | SSTI |
| Security Exchange Name | NASDAQ |