SOUNDTHINKING, INC.

8-K · ssti-20260603.htm iXBRL

0001351636 2026-06-03 2026-06-03

  
 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 3, 2026

  
  
 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. ☐
  

 Item 5.07 Submission of Matters to a Vote of Security Holders.
  
 On June 3, 2026, SoundThinking, Inc. (the “Company”) held its 2026 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 three nominees for Class III director each to hold office until the 2029 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”); and (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, 2026 (“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 22, 2026. 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

 Ralph A. Clark

 6,257,783

 275,144

 3,525,499

 Marc Morial

 5,689,914

 843,013

  

 3,525,499

 Ruby Sharma

  

  

 6,247,338

  

  

  

 285,589

  

  

  

 3,525,499

  

  
 There were no abstentions with respect to Proposal 1.
  
 Proposal 2 – Advisory Vote on the Compensation of the Company’s Named Executive Officers
  
 The Company’s stockholders approved Proposal 2. The voting results were as follows:

 Votes For

  

  

 Votes Against

  

 Abstentions

  

 Broker Non-Votes

  

 3,778,374

  

  

 2,741,809

  

 12,744

  

 3,525,499

  

  
 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, 2026
  
 The Company’s stockholders approved Proposal 3. The voting results were as follows:

 Votes For

 Votes Against

 Abstentions

 9,990,264

 19,439

 48,723

 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.
  

 SoundThinking, Inc.

 Date: June 4, 2026

 By:

 /s/ Ralph A. Clark

 Ralph A. Clark

 President and Chief Executive Officer