Sonos Inc.

03/11/2026 | Press release | Distributed by Public on 03/11/2026 04:02

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Annual Meeting of Stockholders of Sonos, Inc. (the "Company") was held on March 5, 2026 (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company approved a management proposal to amend the Company's restated certificate of incorporation (the "Restated Certificate of Incorporation") to phase in declassification of its Board of Directors (the "Board"), as further described below. In addition, the stockholders of the Company approved a management proposal to amend the Restated Certificate of Incorporation to eliminate certain supermajority voting requirements, as further described below. On March 10, 2026, the Company filed an amendment to the Restated Certification of Incorporation to effect these changes, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
In addition, on March 10, 2026, the Board approved an amendment to the Company's restated bylaws (the "Restated Bylaws") to make conforming changes to the Restated Bylaws with respect to phased in declassification of the Board, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.
Descriptions of the amendment to the Restated Certificate of Incorporation and the amendment to the Restated Bylaws in this Current Report on Form 8-K are qualified in their entirety by reference to a copy of such document that is filed as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, there were present, in person or by proxy, holders of 107,214,517 shares of the Company's common stock, or approximately 88.7% of the total outstanding shares eligible to be voted. The holders present voted on the five 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 Board 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 Votes For Votes Withheld Broker Non-Votes
Carmine Arabia 93,116,534 216,869 13,881,114
Tom Conrad 93,116,869 166,534 13,881,114
Julius Genachowski 84,865,384 8,468,019 13,881,114
Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending October 3, 2026 by the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
106,705,795 485,213 23,509 -
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 22, 2026 by the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
84,913,366 8,307,232 112,805 13,881,114
Proposal Four - Approval of an Amendment of the Company's Restated Certificate of Incorporation to Phase in Declassification of the Board
The Company's stockholders approved the amendment of the Restated Certificate of Incorporation to phase in declassification of the Board by the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
93,123,187 182,597 27,619 13,881,114
Proposal Five - Approval of an Amendment of the Company's Restated Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements
The Company's stockholders approved the amendment of the Restated Certificate of Incorporation to eliminate certain supermajority voting requirements by the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
93,052,400 253,550 27,453 13,881,114
Sonos Inc. published this content on March 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 11, 2026 at 10:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]