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Sonos Inc. – ‘8-K’ for 2/12/24

On:  Tuesday, 2/13/24, at 4:12pm ET   ·   For:  2/12/24   ·   Accession #:  950170-24-14572   ·   File #:  1-38603

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/13/24  Sonos Inc.                        8-K:5,7,9   2/12/24    9:161K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     46K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML      9K 
 4: R1          Document And Entity Information                     HTML     45K 
 6: XML         IDEA XML File -- Filing Summary                      XML     11K 
 9: XML         XBRL Instance -- sono-20240212_htm                   XML     15K 
 5: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 3: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD     75K 
                Linkbases Document -- sono-20240212                              
 7: JSON        XBRL Instance as JSON Data -- MetaLinks               11±    17K 
 8: ZIP         XBRL Zipped Folder -- 0000950170-24-014572-xbrl      Zip     14K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX: 
  8-K  
 i 0001314727 i false00013147272024-02-122024-02-12

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM  i 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)

 i February 12, 2024

 i SONOS, INC.

(Exact name of registrant as specified in its charter)

 i Delaware

 i 001-38603

 i 03-0479476

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 i 614 Chapala Street

 i Santa Barbara,  i California  i 93101

(Address of principal executive offices, including zip code)

( i 805)  i 965-3001

(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

 i Common Stock, $0.001 par value

 i SONO

 i 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  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. ☐

 

 

 


 

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

On February 12, 2024, the board of directors (the “Board”) of Sonos, Inc. (“Sonos” or the "Company") increased the size of the Board from seven to eight members and appointed Bracken Darrell as a new member, effective immediately. Mr. Darrell was appointed as a Class I director for a term expiring at the 2025 Annual Meeting of Stockholders or until his successor is duly elected or qualified. Mr. Darrell has not been appointed to any committees of the Board at this time.

 

There is no arrangement or understanding between Mr. Darrell and any other person pursuant to which he was appointed as a director. There are no transactions in which Mr. Darrell has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Board affirmatively determined that Mr. Darrell is independent within the meaning of Nasdaq Listing Standards.

 

Mr. Darrell will receive the standard compensation available to the Company’s non-employee directors, which is discussed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 29, 2024. The Company will also enter into its standard form of indemnification agreement with Mr. Darrell.

 

Item 7.01 Regulation FD Disclosure.

 

On February 13, 2024, Sonos issued a press release announcing the appointment of Mr. Darrell. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

Exhibit No.

Description

99.1

Press release dated February 13, 2024 announcing the appointment of Mr. Darrell.

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.

 

SONOS, INC.

 

Date: February 13, 2024

By:

/s/ Eddie Lazarus

Eddie Lazarus

Chief Legal and Strategy Officer

 

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:2/13/24
For Period end:2/12/24
1/29/243,  4,  8-K,  DEF 14A,  DEFA14A
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Filing Submission 0000950170-24-014572   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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