DEF: SoundHound AI Schedules 2026 Annual Meeting

SoundHound AI, Inc. has issued its proxy statement for the 2026 Annual Meeting of Stockholders, detailing proposals for director elections and auditor ratification.

Summary

• SoundHound AI, Inc. is holding its 2026 Annual Meeting of Stockholders virtually on May 22, 2026, at 7:00 a.m. Pacific Time.
• The meeting's agenda includes the election of five directors: Dr. Keyvan Mohajer, James Hom, Larry Marcus, Diana Sroka, and Dr. Eric Ball, for one-year terms.
• Stockholders will also vote on ratifying the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• The Board of Directors unanimously recommends a vote FOR the election of all director nominees and FOR the ratification of the auditor appointment.
• The record date for determining stockholders entitled to vote is March 30, 2026.
• There are 393,674,647 shares of Class A Common Stock (one vote per share) and 32,535,408 shares of Class B Common Stock (ten votes per share) outstanding, totaling 719,028,727 votes.
• The filing also provides detailed information on executive and director compensation, including base salaries, annual incentives, and equity awards for fiscal year 2025.
• Nitesh Sharan resigned as Chief Financial Officer effective April 3, 2026, with James Hom serving as Interim CFO.
• The company has an at-the-market (ATM) equity program with a remaining capacity of $48.5 million as of December 31, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, primarily due to the routine nature of the proposals and the company's adherence to standard corporate governance and compensation practices. The resignation of the CFO and the zero bonus payout are noted as potential concerns.

Positives

• The Board of Directors is unanimously recommending the election of all director nominees and the ratification of the auditor.
• All current directors nominated for re-election have been put forward, indicating board stability.
• The company has a robust governance structure with independent directors on key committees (Audit, Compensation, Nominating and Corporate Governance).
• The Compensation Committee engages an independent compensation consultant to ensure competitive and aligned executive compensation.
• The company has adopted an Executive Compensation Clawback Policy to comply with SEC rules.
• Director compensation policy was updated on July 31, 2025, to align with market practices, including annual retainers and equity awards.
• The company has a clear policy for identifying, reviewing, and approving related party transactions.

Negatives

• Nitesh Sharan resigned as Chief Financial Officer, effective April 3, 2026, requiring an interim CFO appointment.
• The Compensation Committee exercised discretion to reduce 2025 annual bonus payouts to 0% for all NEOs, despite meeting revenue and individual performance targets, citing alignment with financial goals.
• The Pay Versus Performance table shows a significant negative Compensation Actually Paid (CAP) for the PEO in 2025 (-$13,550,053) and for the Non-PEO NEOs (-$4,995,890), largely due to changes in the fair value of equity awards.

Risks

• The company's financial statements for fiscal year 2025 were subject to restatements in prior periods (2022 and 2023), indicating potential accounting control issues.
• The significant negative Compensation Actually Paid (CAP) in 2025 for executives, driven by mark-to-market adjustments on equity awards, could create misalignment or dissatisfaction.
• The resignation of the CFO may lead to a period of transition and potential disruption in financial leadership.
• The company has an at-the-market (ATM) equity program, which can dilute existing shareholders if shares are sold.

Future Outlook

The filing does not contain specific forward-looking financial guidance. It focuses on the upcoming annual meeting and proposals related to corporate governance and auditor ratification. The company's ATM program indicates a potential for future equity issuance.

Management Comments

• "Your vote is important. You are requested to carefully read the Proxy Statement and accompanying Notice of Annual Meeting for a more complete statement of matters to be considered at the Annual Meeting."
• "The Board unanimously recommends a vote FOR the election of each of the Director Nominees and a vote FOR the ratification of the appointment of the Companys independent registered public accounting firm for the fiscal year ending December 31, 2026."
• "We believe that the collective skills, experiences, and qualifications of our directors provide our Board with the expertise and experience necessary to advance the interests of our stockholders."
• "Our executives total compensation packages emphasize long-term incentives. The Company believes that the compensation of our executive officers should align the executive officers interests with those of our stockholders and focus executive officer behavior on achieving both near-term corporate goals and long-term business and strategies."
• "The Compensation Committee exercised its discretion to reduce payouts to 0% of the target amount for each of our NEOs."

Industry Context

StockSavvy.ai notes that SoundHound AI's proxy statement reflects standard corporate governance practices for a publicly traded technology company, including director elections, auditor ratification, and detailed executive compensation disclosures. The focus on AI and voice technology places it within a rapidly evolving and competitive sector.

Comparison to Industry Standards

• Executive compensation at SoundHound AI, particularly the significant equity component (50%+ of total compensation), aligns with practices in the technology sector, aiming to attract and retain talent and align interests with long-term shareholder value.
• The use of a compensation consultant and benchmarking against peer groups (technology, software companies with specific revenue and market cap ranges) is a standard industry practice.
• The company's adoption of a clawback policy and insider trading restrictions are consistent with regulatory requirements and best practices for publicly traded companies.
• The structure of the annual meeting, including virtual attendance and proxy voting methods, is common for public companies, especially post-pandemic.

Management Changes

Corporate Governance

Related Party Transactions

• The company engaged Cantor Fitzgerald & Co., Guggenheim Securities, and others for an at-the-market equity program. The brother of a Board Director is a Senior Advisor to Guggenheim Securities. The director did not participate in the decision to engage Guggenheim and disclosed the relationship in advance. Commissions paid to Guggenheim in 2025 were $0.4 million.

Stakeholder Impact

• Shareholders: Voting on director elections and auditor ratification directly impacts corporate governance. The ATM program may lead to dilution. Executive compensation details and bonus payouts may influence shareholder sentiment.
• Employees: Executive compensation structure, including equity awards and bonus policies, can affect morale and retention. The CFO resignation may cause short-term uncertainty.
• Management: The proxy statement details their compensation, performance evaluations, and potential severance packages.
• Auditors: The ratification of PricewaterhouseCoopers LLP confirms their continued engagement for fiscal year 2026.

Next Steps

• Stockholders are requested to vote on the election of directors and the ratification of the independent auditor.
• The company will hold its 2026 Annual Meeting of Stockholders on May 22, 2026.
• The company will file a Current Report on Form 8-K announcing the voting results of the Annual Meeting.

Key Dates

Recommendation

The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or strategic shifts that would warrant a buy or sell recommendation. The proposals are standard governance matters. While the company has an ATM program, there's no immediate indication of a capital raise impacting share price. The CFO resignation and zero bonus payouts are points of caution, suggesting a 'hold' stance pending further operational or financial updates.

Keywords

SoundHound AI, Proxy Statement, Annual Meeting, Director Election, Auditor Ratification, Corporate Governance, Executive Compensation, Stockholder Vote, PricewaterhouseCoopers LLP, Keyvan Mohajer