SSTI 8-K
Soundthinking, Inc. (SSTI)
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
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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 11, 2024, SoundThinking, Inc. (the “Company”) held its 2024 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 three proposals: (i) to elect two nominees for Class I director each to hold office until the 2027 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 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, 2024 (“Proposal 3”), 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 April 29, 2024 (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 I 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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William J. Bratton |
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8,894,029 |
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190,283 |
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1,286,754 |
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Deborah A. Grant |
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8,282,354 |
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801,958 |
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1,286,754 |
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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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Broker Non-Votes |
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8,134,282 |
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943,272 |
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6,758 |
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1,286,754 |
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Proposal 3 – Ratification of the Appointment of Baker Tilly US, LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2024
The Company’s stockholders approved Proposal 3. The voting results were as follows:
Votes For |
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Votes Against |
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Abstentions |
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10,351,433 |
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10,890 |
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8,743 |
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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 17, 2024 |
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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 |