Sonoma Pharmaceuticals Files Definitive Proxy Statement
Ticker: SNOA · Form: DEF 14A · Filed: Jul 1, 2024 · CIK: 1367083
Sentiment: neutral
Topics: proxy-statement, governance, annual-meeting
Related Tickers: SONM
TL;DR
Sonoma Pharma (SONM) filed its proxy statement for the annual meeting. Vote your shares!
AI Summary
Sonoma Pharmaceuticals, Inc. filed a Definitive Proxy Statement (DEF 14A) on July 1, 2024, for the fiscal year ending March 31, 2024. The company, formerly known as Oculus Innovative Sciences, Inc., is headquartered in Boulder, Colorado. This filing is related to the company's annual meeting and the election of directors.
Why It Matters
This filing provides shareholders with crucial information regarding the company's governance, director nominations, and other matters to be voted on at the upcoming annual meeting, impacting their investment decisions.
Risk Assessment
Risk Level: low — This is a routine DEF 14A filing, which is standard for public companies and does not inherently indicate new risks.
Key Numbers
- 20240814 — Conformed Period of Report (Indicates the period the filing pertains to.)
- 20240701 — Filing Date (Date the document was officially submitted to the SEC.)
Key Players & Entities
- Sonoma Pharmaceuticals, Inc. (company) — Registrant
- Oculus Innovative Sciences, Inc. (company) — Former company name
- Boulder, Colorado (location) — Company headquarters
- 0001683168-24-004552 (filing_id) — Accession Number
FAQ
What is the primary purpose of this DEF 14A filing?
The primary purpose is to provide shareholders with information for the company's annual meeting, including details on director nominations and other voting matters.
When is the fiscal year end for Sonoma Pharmaceuticals, Inc.?
The fiscal year end for Sonoma Pharmaceuticals, Inc. is March 31.
What was Sonoma Pharmaceuticals, Inc. formerly known as?
Sonoma Pharmaceuticals, Inc. was formerly known as Oculus Innovative Sciences, Inc.
Where is Sonoma Pharmaceuticals, Inc. located?
Sonoma Pharmaceuticals, Inc. is located at 5445 Conestoga Court, Suite 150, Boulder, CO 80301.
What is the SEC file number for this filing?
The SEC file number for this filing is 001-33216.
Filing Stats: 4,758 words · 19 min read · ~16 pages · Grade level 12.5 · Accepted 2024-07-01 07:30:06
Key Financial Figures
- $1.00 — y and to increase our stock price above $1.00 per share. Whether or not you attend t
- $0.0001 — r of authorized shares of common stock, $0.0001 par value per share, from 24,000,000 to
Filing Documents
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Executive Compensation
Executive Compensation 16 Executive Officers’ Biographies and Qualifications 16 Named Executive Officers 18 Compensation Overview 18 Summary Executive Compensation Table 20 Employment Agreements and Potential Payments upon Termination 21 Annual Performance Bonus Plan 23 Outstanding Equity Awards 25 Proposal 2 – Advisory Approval of Executive Compensation 26 Proposal 3 – Reincorporation in the State of Nevada 27 Proposal 4 – Authorized Share Increase 38 Proposal 5 – Approval of 2024 Equity Incentive Plan 41 Proposal 6 – Reverse Stock Split 43 Audit Matters 53 Report of the Audit Committee 53 Proposal 7 – Ratification of the Appointment of Frazier & Deeter, LLC 54 Principal Accountant Fees and Services 54 Audit Committee Pre-Approval Policies and Procedures 54 Proposal 8 – Adjournment to Solicit Additional Proxies 55 Pay Versus Performance 55 Share Ownership 58 Equity Compensation Plan Information 58
Security Ownership of Certain Beneficial Owners
Security Ownership of Certain Beneficial Owners 58 Delinquent Section 16(a) Reports 60 General Information 61 Stockholder Proposals and Additional Information 61 “Householding” of Proxy Materials 61 Other Matters 62 Appendix A – Proxy Card A-1 Appendix B – Plan of Conversion B-1 Appendix C – Nevada Articles of Incorporation C-1 Appendix D – Bylaws of Sonoma Pharmaceuticals, Inc. D-1 Appendix E – Amendment to Restated Articles of Incorporation (Authorized Share Increase) E-1 Appendix F – Sonoma Pharmaceuticals, Inc. 2024 Equity Incentive Plan F-1 Appendix G – Amendment to Restated Certificate of Incorporation (Reverse Stock Split) G-1 5445 Conestoga Court, Suite 150 Boulder, Colorado 80301 (800) 759-9305 Dear Fellow Stockholder: The Board of Directors takes its role as representative of the Company seriously and believes that accountability and stockholder communication are vital to the ongoing growth of the Company. Pursuant to this, you are cordially invited to attend the 2024 Annual Meeting of Stockholders of Sonoma Pharmaceuticals, Inc. The meeting will be held at 2:00 p.m. MDT, on Wednesday, August 14, 2024, in the Company’s office at 5445 Conestoga Court, Unit 150, Boulder, CO, 80301. The formal notice of the 2024 Annual Meeting and proxy statement have been made a part of this invitation. At this year’s meeting, we will vote on the election of Philippe Weigerstorfer and Amy Trombly as Class I directors and the ratification of the selection of Frazier & Deeter, LLC as our independent registered public accounting firm. We will also conduct a non-binding advisory vote to approve the compensation of our named executive officers. In addition, we are asking you to approve the reincorporation of the Company from the State of Delaware to the State of Nevada. We are also asking you to approve an increase in the number of authorized shares of common stock in