Business Context and Reporting Period
This Form 8-K reports on the completion of SoundHound AI, Inc.'s 2024 Annual Meeting of Stockholders held on June 12, 2024. The company is incorporated in Delaware and trades on The Nasdaq Stock Market LLC under the symbols SOUN (Class A Common Stock) and SOUNW (Warrants).
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes rather than financial performance.
Material Changes and Voting Results
Stockholders voted on four proposals at the Annual Meeting. The total voting stock entitled to vote was 287,715,003 shares of Class A and 32,735,408 shares of Class B (with Class B carrying 10 votes per share). A total of 167,689,284 shares were present or represented, representing 462,307,956 votes.
- Proposal 1 (Election of Directors): All five nominees (Dr. Keyvan Mohajer, James Hom, Larry Marcus, Diana Sroka, and Dr. Eric Ball) were re-elected. Broker non-votes totaled 107,399,048 for all nominees.
- Proposal 2 (Ratification of Auditors): Stockholders approved the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
- Proposal 3 (Executive Compensation): The compensation of named executive officers was approved on a non-binding, advisory basis.
- Proposal 4 (Say-on-Frequency): Stockholders selected a three-year frequency for future advisory votes on executive compensation.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document serves solely to disclose the results of the shareholder vote.
Key Facts for Investor Verification
- Verify the re-election of the current board of directors, noting the specific vote counts for each nominee.
- Confirm the ratification of PricewaterhouseCoopers LLP as the auditor for the 2024 fiscal year.
- Note the significant number of broker non-votes (107,399,048) recorded for the director elections and executive compensation proposals.
- Confirm the shareholder preference for a three-year cycle for future executive compensation advisory votes.