UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the 2024 Annual Meeting of Stockholders of Sonim Technologies, Inc. (the “Company”) held on June 20, 2024 (the “Annual Meeting”), the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment to the Sonim Technologies, Inc. 2019 Equity Incentive Plan, as amended, (the “Plan”) to authorize an additional 3,000,000 shares issuable under the Plan.
A summary of the Plan was included as part of Proposal 3 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 5, 2024, and is incorporated herein by reference. The summary of the Plan is not purported to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on June 20, 2024. Holders of 27,557,268 shares of the Company’s common stock were represented at the meeting in person or by proxy, constituting a quorum. The following are the voting results on each matter submitted to the stockholders of the Company at the Annual Meeting.
Proposal 1: The stockholders elected each of the five director nominees to the Board to serve until the next annual meeting and until his or her successor is duly elected and qualified, as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| James Cassano | 26,940,639 | 616,629 |
0 | |||
| Peter Liu | 27,363,957 |
193,311 |
0 | |||
| Mike Mulica | 27,027,646 | 529,622 | 0 | |||
| Jack Steenstra | 26,316,762 | 1,233,261 | 7,245 | |||
| Jeffrey Wang | 27,341,983 |
215,285 | 0 |
Proposal 2: The stockholders, on an advisory basis, ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 27,371,570 | 44,156 | 141,542 | N/A |
Proposal 3: The stockholders approved an amendment to the Plan to increase the aggregate number of shares of common stock authorized for issuance by 3,000,000 shares, as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
26,129,675 |
1,320,798 |
106,795 |
0 |
Proposal 4: The stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse split stock of the Company’s outstanding common stock at a ratio of not less than 1-for-2 and not greater than 1-for-15, with the exact ratio to be set within that range at the discretion of the Board and with such action to be effected at such time and date, if at all, as determined by the Board prior to the one-year anniversary of the Annual Meeting without further approval or authorization of the Company’s stockholders.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
26,726,140 |
817,063 | 14,065 | N/A |
Proposal 5: The stockholders approved an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 shares to 200,000,000 shares, with such action to be effected at such time and date, if at all, as determined by the Board prior to the one-year anniversary of the Annual Meeting without further approval or authorization of the Company’s stockholders.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
25,938,589 |
1,602,636 |
16,043 | N/A |
Proposal 6: The stockholders did not approve an amendment to the Company’s certificate of incorporation to limit the liability of certain officers, as permitted by recent amendments to Delaware law.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
26,441,375 |
845,910 |
269,983 |
0 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
| 10.1 | Sonim Technologies, Inc. 2019 Equity Incentive Plan, as amended and restated as of June 20, 2024 | |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| SONIM TECHNOLOGIES, INC. | ||
| Date: June 21, 2024 | By: | /s/ Clay Crolius |
| Name: | Clay Crolius | |
| Title: | Chief Financial Officer | |