---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-029321"
form_type: "8-K"
ticker: "SSTI"
cik: "0001351636"
company_name: "SOUNDTHINKING, INC."
filed_at: "2023-06-22T23:59:59+00:00"
generated_at: "2026-06-13T18:52:48.140606+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Ralph Clark, Marc Morial, Ruby Sharma elected to SoundThinking board; say-on-pay and auditor approved

## Summary
- Shareholders elected Ralph Clark, Marc Morial, and Ruby Sharma as Class III directors with >7.4M votes each.
- Say-on-pay passed with 6.1M votes for (68%), 2.8M against, and 1.8M broker non-votes.
- Frequency of say-on-pay set at 1 year, receiving 8.76M votes vs 93k for 2 years and 127k for 3 years.
- Ratification of Baker Tilly US, LLP as auditor for FY 2023 approved with 10.7M for, 18.8k against.

## SEC filing metadata
- accession: 0000950170-23-029321
- form_type: 8-K
- ticker: SSTI
- cik: 0001351636
- company_name: SOUNDTHINKING, INC.
- filed_at: 2023-06-22T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1351636/000095017023029321/0000950170-23-029321-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1351636/000095017023029321/ssti-20230621.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-029321
- JSON: https://secwatch.observer/filing/0000950170-23-029321.json
- Plain text: https://secwatch.observer/filing/0000950170-23-029321.txt

## Key facts
- Shareholder Votes
  SOUNDTHINKING, INC. shareholders approved Advisory vote on the preferred frequency of stockholder advisory votes on executive compensation at the 2023-06-21 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: 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 2 Years 3 Years Abstentions 8,758,042 93,064 127,173 5,421
  evidence_url: https://www.sec.gov/Archives/edgar/data/1351636/000095017023029321/0000950170-23-029321-index.htm
- Shareholder Votes
  SOUNDTHINKING, INC. shareholders approved Ratification of the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for fiscal year 2023 at the 2023-06-21 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: 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 Votes Against Abstentions 10,722,555 18,792 4,063
  evidence_url: https://www.sec.gov/Archives/edgar/data/1351636/000095017023029321/0000950170-23-029321-index.htm
- Shareholder Votes
  SOUNDTHINKING, INC. shareholders approved Advisory vote on the compensation of the Company’s named executive officers at the 2023-06-21 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: 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 6,149,218 2,831,206 3,276
  evidence_url: https://www.sec.gov/Archives/edgar/data/1351636/000095017023029321/0000950170-23-029321-index.htm
- Shareholder Votes
  SOUNDTHINKING, INC. shareholders approved Election of three nominees for Class III director at the 2023-06-21 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: Proposal 1 – Election of Class II 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 8,770,494 224,734 1,761,710 Marc Morial 7,455,812 1,539,416 1,761,710 Ruby Sharma 8,728,782 266,446 1,761,710
  evidence_url: https://www.sec.gov/Archives/edgar/data/1351636/000095017023029321/0000950170-23-029321-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.