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(Address of principal executive offices, including zip code)
(i805)
i965-3001
(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):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon Stock, $0.001 par value
iSONO
iThe
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 i☐
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. o
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 11, 2024 (the “Annual
Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 107,574,439 shares of the Company's common stock, or approximately 86.65% 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 two Class III 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
Votes For
Votes Withheld
Broker Non-Votes
Jonathan Mildenhall
93,314,877
545,468
13,714,094
Patrick
Spence
75,640,787
18,219,558
13,714,094
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 28, 2024 by the following votes:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
106,558,406
713,760
302,273
—
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 29, 2024 by the following votes:
Votes For
Votes
Against
Abstentions
Broker Non-Votes
90,206,425
3,531,643
122,277
13,714,094
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.