UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2):
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 |
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 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Sonos, Inc. (the “Company”) was held on March 9, 2023 (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 104,428,457 shares of the Company's common stock, or approximately 82% of the total outstanding shares eligible to be voted. The holders present voted on the three proposals presented at the Annual Meeting as follows.
Proposal One — Election of Directors
The Company’s stockholders approved the election of three Class II directors to the Company’s Board of Directors for three year terms or until their respective successors are elected and qualified or until their earlier resignation or removal, by the following votes:
Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Thomas Conrad |
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90,599,046 |
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2,279,576 |
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11,549,835 |
Julius Genachowski |
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67,826,924 |
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25,051,698 |
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11,549,835 |
Michelangelo Volpi |
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68,383,667 |
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24,494,955 |
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11,549,835 |
Proposal Two — Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023 by the following votes:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
103,446,564 |
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580,050 |
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401,843 |
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— |
Proposal Three — Advisory Vote to Approve Named Executive Officer Compensation
The Company’s stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 19, 2023 by the following votes:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
89,323,976 |
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3,195,411 |
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359,235 |
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11,549,835 |
Item 7.01 Regulation FD Disclosure.
The Company is aware that, on Friday, March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, with the Federal Deposit Insurance Corporation (“FDIC”) appointed as receiver. The Company does not hold any cash deposits or securities at SVB and does not otherwise have a business relationship with SVB.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
SIGNATURE
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.
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SONOS, INC. |
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Date: March 13, 2023 |
By: |
/s/ Eddie Lazarus |
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Eddie Lazarus Chief Financial Officer and Chief Legal Officer |
Document And Entity Information |
Mar. 09, 2023 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Mar. 09, 2023 |
| Entity Registrant Name | SONOS, INC. |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 001-38603 |
| Entity Tax Identification Number | 03-0479476 |
| Entity Address, Address Line One | 614 Chapala Street |
| Entity Address, City or Town | Santa Barbara |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 93101 |
| City Area Code | (805) |
| Local Phone Number | 965-3001 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | SONO |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0001314727 |
| Amendment Flag | false |