SoundHound AI (SOUN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2026, to be held virtually, with voting on director elections and auditor ratification.

• Only stockholders of record as of March 30, 2026, are entitled to vote, with a total of 719,028,727 votes possible due to dual-class stock structure.

• The Board unanimously recommends voting for all director nominees and for the ratification of PricewaterhouseCoopers LLP as auditor.

• Proxy materials, including the annual report, are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Stockholders will vote to elect five directors for a one-year term and to ratify the appointment of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Voting can be done online, by mobile, by mail, or virtually at the meeting; proxies may be revoked before the meeting.

• No appraisal rights are available for dissenting stockholders on these proposals.

• The deadline for shareholder proposals and director nominations for the 2027 meeting is March 22, 2027.

Board of directors and corporate governance

• The Board consists of five directors, with three classified as independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each composed of independent directors.

• All directors and committee members attended all meetings in 2025.

• A formal code of ethics and insider trading policy are in place.