(Exact name of registrant as specified in its charter)
Delaware
001-38603
03-0479476
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
301 Coromar Drive
Santa Barbara, California93117
(Address of principal executive offices, including zip code)
(805) 965-3001
(Registrant’s telephone number, including area code)
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
Common Stock, $0.001 par value
SONO
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 ☐
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 5.03 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:
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.