Form 8-K - Current report

0001351636false00013516362024-06-112024-06-11

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2024

 

 

SoundThinking, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-38107	47-0949915
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
39300 Civic Center Dr. Suite 300
Fremont, California				94538
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 510 794-3100

 

Name

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.005 per share		SSTI		The Nasdaq Stock Market LLC

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. ☐

 

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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		Votes For				Votes Withheld				Broker Non-Votes
William J. Bratton			8,894,029				190,283				1,286,754
Deborah A. Grant			8,282,354				801,958				1,286,754

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			Votes Against		Abstentions		Broker Non-Votes
8,134,282			943,272		6,758		1,286,754

 

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				Votes Against				Abstentions
	10,351,433				10,890				8,743

No other matters were submitted for stockholder action at the Annual Meeting

 

 

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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.

 

		SoundThinking, Inc.
Date: June 17, 2024		By:	/s/ Ralph A. Clark
			Ralph A. Clark
			President and Chief Executive Officer

 

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Document and Entity Information	Jun. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 11, 2024
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

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