SoundHound AI Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 23, 2025, SoundHound AI, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), The number of shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), entitled to vote at the Annual Meeting was 368,055,781 shares and the number of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Voting Stock”), entitled to vote at the Annual Meeting was 32,535,408 shares. Stockholders were entitled to one vote for each share of Class A Common Stock owned and 10 votes for each share of Class B Common Stock owned. The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 229,672,526 shares representing 522,491,198 votes. At the Annual Meeting, the Company’s stockholders (i) re-elected each of Dr. Keyvan Mohajer, James Hom, Larry Marcus, Diana Sroka and Dr. Eric Ball as directors to serve on the Company’s Board of Directors (the “Board”) for a one-year term that expires at the 2026 Annual Meeting of Stockholders, or until their successors are elected and qualified, (ii) ratified the appointment by the Board of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (iii) approved an amendment to Section 4.1 of Article IV of the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock from 455,000,000 to 755,000,000 (the “Authorized Share Proposal”), (iv) approved an amendment to Section 12.1 of Article XII of the Company’s Second Amended and Restated Certificate of Incorporation regarding the waiver of corporate opportunities (the “Opportunity Waiver Limitation Proposal”), (v) approved an amendment to Article VIII of the Company’s Second Amended and Restated Certificate of Incorporation to provide for officer exculpation (the “Officer Exculpation Proposal”), (vi) approved amendments to Article IV and Article X of the Company’s Second Amended and Restated Certificate of Incorporation to adjust the voting requirements for certain future amendments to the charter in accordance with recent amendments to Section 242(d) of the Delaware General Corporation Law (the “242(d) Proposal”), and (vii) approved an amendment to Section 5.2 of Article V of the Company’s Second Amended and Restated Certificate of Incorporation to remove subsection 5.2.2 relating to the ratification of contracts and acts by stockholders (the “Stockholder Ratification Proposal” and, together with the Authorized Share Proposal, the Opportunity Waiver Limitation Proposal, the Officer Exculpation Proposal and the 242(d) Proposal, the “Charter Amendment Proposals”).
The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal No. 1 – Election of directors
Dr. Keyvan Mohajer, James Hom, Larry Marcus, Diana Sroka and Dr. Eric Ball were elected to serve until the 2026 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier resignation or removal or otherwise is disqualified from serving as a director of the Company. The voting results were as follows:
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes | |||||||||
| Dr. Keyvan Mohajer | 376,768,267 | 2,251,068 | 143,471,863 | |||||||||
| James Hom | 370,362,181 | 8,657,154 | 143,471,863 | |||||||||
| Larry Marcus | 361,050,721 | 17,968,614 | 143,471,863 | |||||||||
| Diana Sroka | 361,657,664 | 17,361,671 | 143,471,863 | |||||||||
| Dr. Eric Ball | 377,671,171 | 1,348,164 | 143,471,863 | |||||||||
Proposal No. 2 – Ratification of the appointment by the Board of the Company of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025
The ratification of the appointment by the Board of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 518,973,287 | 2,198,238 | 1,319,673 | ||||||||
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Proposal No. 3 – Approval of an amendment to Section 4.1 of Article IV of the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock from 455,000,000 to 755,000,000
The Authorized Share Proposal was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 490,008,587 | 30,064,422 | 2,418,189 | ||||||||
Proposal No. 4 – Approval of an amendment to Section 12.1 of Article XII of the Company’s Second Amended and Restated Certificate of Incorporation regarding the waiver of corporate opportunities
The Opportunity Waiver Limitation Proposal was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 375,822,006 | 2,254,872 | 942,457 | 143,471,863 | |||||||||||
Proposal No. 5 – Approval of an amendment to Article VIII of the Company’s Second Amended and Restated Certificate of Incorporation to provide for officer exculpation
The Officer Exculpation Proposal was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 352,736,090 | 25,374,250 | 908,995 | 143,471,863 | |||||||||||
Proposal No. 6 – Approval of amendments to Article IV and Article X of the Company’s Second Amended and Restated Certificate of Incorporation to adjust the voting requirements for certain future amendments to the charter in accordance with recent amendments to Section 242(d) of the Delaware General Corporation Law
The 242(d) Proposal was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 369,662,074 | 8,486,979 | 870,282 | 143,471,863 | |||||||||||
Proposal No. 7 – Approval of an amendment to Section 5.2 of Article V of the Company’s Second Amended and Restated Certificate of Incorporation to remove subsection 5.2.2 relating to the ratification of contracts and acts by stockholders
The Stockholder Ratification Proposal was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 375,466,829 | 2,422,325 | 1,130,181 | 143,471,863 | |||||||||||
Item 8.01. Other Events.
On May 29, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company to give effect to the Charter Amendment Proposals and filed a Restated Certificate of Incorporation of the Company thereafter. The Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto.
Item 9.01. Financial Statement and Exhibits.
| Exhibit Number | Description | |
| 3.1 | Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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SIGNATURE
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 hereunto duly authorized.
| Dated: May 30, 2025 | SoundHound AI, Inc. | |
| /s/ Keyvan Mohajer | ||
| Name: | Keyvan Mohajer | |
| Title: | Chief Executive Officer | |
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