📜 What This Document Is 📧

This document is a Proxy Statement (DEF 14A), which is essentially a mandatory instruction manual for our stockholders. Think of it as a detailed roadmap telling you exactly what the company wants you to vote on at its next annual meeting, and explaining the rules for how you can cast your vote. Since it is a Proxy Statement, its primary purpose is to inform you about corporate governance, the Board of Directors, and the procedural matters of the company, not to report on quarterly earnings.

👉 Why it matters: Understanding this document is vital because it determines how the company is run. Voting on these proposals allows you to weigh in on leadership, financial oversight, and strategic direction.

🏢 What SoundThinking Does 📡

SoundThinking, Inc. is the company whose annual meeting is being held. While the filing focuses heavily on governance, it confirms the company is an established corporation whose operational details are housed in its Charter. The focus of this Proxy Statement is purely on the administrative and governance aspects of the business, rather than detailing its specific products or market strategies.

👉 Key Takeaway: The filing tells us how the company is governed, but it does not provide a deep dive into what the company actually sells or how it makes money.

🗓️ The 2026 Annual Meeting Details 🌐

The Proxy Statement sets the scene for the 2026 Annual Meeting of Stockholders. The company is making a concerted effort to make the meeting accessible and easy to participate in, even if you cannot attend in person.

• When and Where: The meeting will be held virtually via a live audio webcast on Wednesday, June 3, 2026, at 9:00 a.m., Pacific Time.
• How to Join: Stockholders can join via the webcast at www.meetnow.global/MTYR94M.
• Voting Access: Stockholders can vote their shares online, by telephone, or by mailing in a physical proxy card. The company encourages all stockholders to vote as soon as possible.

🗳️ The Three Key Voting Proposals ✅

The Annual Meeting is designed for stockholders to vote on three distinct and important proposals that affect the company’s leadership and financial oversight. The Board of Directors unanimously recommends voting FOR all three matters.

• 🗳️ Proposal 1: Election of Directors: Stockholders vote to elect three nominees for Class III director. These directors will serve until the 2029 annual meeting or until their successor is elected.
• 🗳️ Proposal 2: Advisory Vote on Executive Compensation: This is a non-binding vote asking for approval of the named executive officers' compensation package.
• 🗳️ Proposal 3: Audit Firm Ratification: Stockholders vote to ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

👉 Why it matters: These three votes cover the core components of corporate health: who runs the company (Directors), how leadership is paid (Compensation), and who ensures financial accuracy (Auditors).

🧍 Director Leadership and Qualifications 🧑‍⚖️

The Board of Directors’ structure is detailed here, showing the experience and background of the current and nominee members. The Board states that its current composition possesses "requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight."

• Board Structure: The Board is divided into three classes (Class I, Class II, and Class III), with each director serving a three-year term.
• Nominees for Class III (2026):
  • Ralph A. Clark: President and Chief Executive Officer (Age 67). His experience spans finance (Adaptec, Goldman Sachs) and security (GuardianEdge Technologies), and he has held senior roles at companies like Trinet Group, Inc.
  • Marc Morial: Director (Age 68). He has extensive public service experience, having served as the Mayor of New Orleans and as President and CEO of the National Urban League.
  • Ruby Sharma: Director (Age 59). She has deep experience in accounting and auditing, having worked for major firms like Ernst & Young LLP and Arthur Andersen LLP.
• Board Leadership Policy: The Board believes it is in the best interest of the Company and stockholders to have the Chair of the Board and Chief Executive Officer roles held by different persons, as this enhances objective oversight.

🏛️ Governance Committees and Oversight 🛡️

The company has three standing committees—Audit, Compensation and Human Capital, and Nominating and Corporate Governance—which act as specialized oversight groups for the Board. This shows a formal division of labor to manage risk.

• ⚙️ Audit Committee: This committee is responsible for overseeing the company’s accounting and financial reporting processes and audits. It includes Ruby Sharma, Burton Goldfield, and Marc Morial. A primary duty is selecting and overseeing the independent public accounting firm.
• 💰 Compensation and Human Capital Committee: This committee reviews and recommends the compensation for executive officers and directors. They focus on the terms of compensatory arrangements and overseeing corporate culture and talent development.
• 🧭 Nominating and Corporate Governance Committee: This committee's job is to maintain the health of the Board itself. They evaluate the performance of individual directors, recommend Board composition, and ensure the company adheres to sound governance practices.

👉 Governance Insight: These committees allow the Board to handle complex duties (like auditing or setting pay) in specialized groups, which is considered best practice in corporate governance.

📝 Voting Mechanics and Procedures 🗳️

This section explains the specific rules about who is allowed to vote and how votes are counted. These rules are critical for stockholders to know to ensure their wishes are counted correctly.

• Record Date: Only stockholders of record as of the close of business on April 9, 2026, are entitled to vote.
• Voting Power: Each share of common stock owned as of the record date is entitled to one vote on each matter.
• Two Owner Types: The document clarifies rules based on how the shares are held:
  • Stockholder of Record: Shares registered directly in your name with Computershare. You have maximum voting flexibility.
  • Beneficial Owner: Shares held in an account at a broker or bank (in "street name"). In this case, the brokerage firm is the stockholder of record and typically dictates how the shares are voted.
• The Control Number: Stockholders with shares held by a broker need a 15-digit control number to vote online or by phone.

📍 Company Contacts and Filing Details ☎️

This section provides all the practical information for stockholders needing to follow up or find documents.

• Address: SoundThinking, Inc. is located at 39300 Civic Center Dr., Suite 300 Fremont, CA 94538.
• General Contact: The Company’s website is www.soundthinking.com and the toll-free number is +1 888 274 6877.
• Corporate Secretary: For governance inquiries, stockholders can send correspondence to the Corporate Secretary at the main physical address provided.
• Proxy Materials Online: The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025, are available at www.edocumentview.com/SSTI.

🧠 The Analogy 🏰

Think of this Proxy Statement like checking the rulebook for a large, important sport. It doesn't tell you who won the last game (that's the financial report), but it explains how the league (the Company) is organized, who gets to be a coach or captain (the Directors), who keeps score (the Audit Committee), and how you, the fan (the Stockholder), are allowed to vote on who the best player is or which rules should change. It’s all about the structure, the process, and the power dynamics.

🧩 Final Takeaway ✨

The Proxy Statement is a governance checklist confirming the company’s leadership structure, setting clear deadlines (Record Date: April 9, 2026), and requesting stockholder votes on key matters like the Board, executive pay, and auditors. Every stockholder must understand the difference between "Stockholder of Record" and "Beneficial Owner" to ensure their vote is counted.