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 10, 2020

 

ShotSpotter, 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.)

 

7979 Gateway Blvd., Suite 210, Newark, California

 

 

94560

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (510) 794-3100

Not Applicable

(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 (see General Instructions A.2. below):

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 Capital Market

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 5.07Submission of Matters to a Vote of Security Holders

 

On June 10, 2020, ShotSpotter, Inc. (the “Company”) held its 2020 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 two proposals: (i) to elect two nominees for Class III director each to hold office until the 2023 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”) and (ii) to ratify the selection of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020 (“Proposal 2”), 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 28, 2020. 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 III 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

 

6,329,358

 

 

 

 

559,115

 

 

 

2,864,662

 

Marc Morial

 

6,139,596

 

 

 

 

748,877

 

 

 

2,864,662

 

There were no abstentions with respect to Proposal 1.

Proposal 2 – Ratification of the Selection of Baker Tilly Virchow Krause, LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2020

The Company’s stockholders approved Proposal 2. The voting results were as follows:

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

9,721,019

 

19,701

 

12,415

 

 

 

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 hereunto duly authorized.

 

 

 

ShotSpotter, Inc.

 

 

 

Dated: June 16, 2020

 

 

 

 

By:

/s/ Ralph A. Clark

 

 

 

 

Ralph A. Clark

 

 

 

President and Chief Executive Officer