8-K

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): March 05, 2022

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.)

39300 Civic Center Dr. Suite 300
Fremont, California		94538
(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:

☐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 Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 5, 2022 Randall Hawks, Jr., and on March 7, 2022 Thomas T. Groos, each informed ShotSpotter, Inc. (“ShotSpotter”) of their retirement from ShotSpotter’s Board of Directors (the “Board”), effective immediately following the election of directors at ShotSpotter’s 2022 Annual Meeting of Stockholders.

Mr. Hawks is a Class I director and has served as a member of the Board since 2006. Mr. Hawks serves as the Chair of the Audit Committee of the Board. Mr. Hawks’ decision to resign is not the result of any disagreement with ShotSpotter on any matter relating to its operations, policies or practices.

Mr. Groos is a Class II director and has served as a member of the Board since February 2014. Mr. Groos serves as a member of each of the Audit Committee and Nominating and Corporate Governance Committee of the Board. Mr. Groos’ decision not to stand for re-election is not the result of any disagreement with ShotSpotter on any matter relating to its operations, policies or practices.

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 thereunto duly authorized.


	ShotSpotter, Inc.

Date: March 10, 2022	By:	/s/Ralph A. Clark
		Ralph A. Clark
		President and Chief Executive Officer