SoundHound AI Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On May 25, 2026, the Board of Directors (the “Board”) of SoundHound AI, Inc., a Delaware corporation (the “Company”), unanimously approved and adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”). The Second Amended and Restated Bylaws amend and restate those certain Amended and Restated Bylaws of the Company adopted by the Board on April 26, 2022, to remove the provision allowing any unauthorized, defective or conflicted transaction questioned in any stockholders’ derivative suit, or any other suit to enforce alleged rights of the Company or any of its stockholders, to be approved, ratified and confirmed by the Board or the Company’s stockholders before or after judgment, and thereby to be cured, and such approval, ratification or confirmation to constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.
The preceding is a summary of the material changes in the Amended and Restated Bylaws and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K (this “Report”) and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2026, the Company held its 2026 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 393,674,647 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 426,210,055 shares representing 719,028,727 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 Board for a one-year term that will expire at the Company’s 2027 annual meeting of stockholders, or until their successors are elected and qualified, and (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, 2026.
The following is a tabulation of the voting on each of 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 | 367,926,495 | 2,783,725 | 150,823,007 | |||
| James Hom | 366,138,436 | 4,571,784 | 150,823,007 | |||
| Larry Marcus | 356,789,793 | 13,920,427 | 150,823,007 | |||
| Diana Sroka | 360,252,557 | 10,457,663 | 150,823,007 | |||
| Dr. Eric Ball | 352,655,071 | 18,055,149 | 150,823,007 |
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, 2026
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, 2026 was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 514,619,500 | 4,307,207 | 2,606,520 |
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Item 8.01. Other Events.
As disclosed in the Company’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on May 11, 2026 (the “Registration Statement”), on May 11, 2026, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Cantor Fitzgerald & Co., D.A. Davidson& Co., H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC, Northland Securities, Inc., Ladenburg Thalmann & Co. Inc., Wedbush Securities Inc. and Joseph Gunnar & Co., LLC (collectively, the “Managers”), relating to the sale of up to $300,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share, pursuant to the Registration Statement and the sales prospectus contained therein, from time to time through or to the Managers acting as agent or principal.
A copy of the Equity Distribution Agreement is filed as Exhibit 1.1 to this Report and incorporated by reference herein.
Item 9.01. Financial Statement and Exhibits.
(a) Financial Statements of Business Acquired
The unaudited condensed consolidated financial statements of LivePerson, Inc. (“LivePerson”) as of and for the three months ended March 31, 2026 and 2025 are attached as Exhibit 99.1 to this Report and incorporated herein by reference. Such financial statements of LivePerson were prepared in accordance with U.S. generally accepted accounting principles as issued by the Financial Accounting Standards Board.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of the Company and LivePerson as of and for the three months ended March 31, 2026 are attached as Exhibit 99.2 to this Report and incorporated herein by reference.
| Exhibit Number | Description | |
| 1.1 | Equity Distribution Agreement, dated May 11, 2026. | |
| 3.1 | Second Amended and Restated Bylaws. | |
| 99.1 | Unaudited condensed consolidated financial statements of LivePerson, Inc. as of and for the three months ended March 31, 2026 and 2025. | |
| 99.2 | Unaudited pro forma condensed combined financial information of SoundHound AI, Inc. and LivePerson, Inc. as of and for the three months ended March 31, 2026. | |
| 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 27, 2026
| SoundHound AI, Inc. | ||
| /s/ Keyvan Mohajer | ||
| Name: | Keyvan Mohajer | |
| Title: | Chief Executive Officer | |
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