Sonos 2025 Annual Meeting: Virtual Event on March 11

Ticker: SONO · Form: DEF 14A · Filed: Jan 27, 2025 · CIK: 1314727

Sonos Inc DEF 14A Filing Summary
FieldDetail
CompanySonos Inc (SONO)
Form TypeDEF 14A
Filed DateJan 27, 2025
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$20, $30 million, $1,518.1 million, $38.1 m, $0.31
Sentimentneutral

Sentiment: neutral

Topics: annual-meeting, proxy-statement, virtual-event

Related Tickers: SONO

TL;DR

Sonos 2025 annual meeting is virtual March 11. Attend online!

AI Summary

Sonos, Inc. is holding its 2025 Annual Meeting of Stockholders entirely online on March 11, 2025, starting at 10:00 a.m. Pacific Time. Stockholders can attend virtually via a webcast at www.virtualshareholdermeeting.com/SONO2025 using their control number. The meeting will cover matters detailed in the accompanying proxy statement and the company's Form 10-K for the fiscal year ended September 28, 2024.

Why It Matters

This filing provides stockholders with essential information and instructions for participating in Sonos's annual meeting, where key corporate decisions are made.

Risk Assessment

Risk Level: low — This is a standard proxy statement announcing an annual meeting and does not contain unusual financial or operational risks.

Key Players & Entities

  • Sonos, Inc. (company) — Registrant
  • March 11, 2025 (date) — Annual Meeting Date
  • September 28, 2024 (date) — Fiscal Year End
  • www.virtualshareholdermeeting.com/SONO2025 (url) — Meeting Access Link

FAQ

When is the Sonos, Inc. 2025 Annual Meeting of Stockholders?

The 2025 Annual Meeting of Stockholders will be held on March 11, 2025.

How can stockholders attend the 2025 Annual Meeting?

The meeting will be held entirely online and can be attended via a live webcast at www.virtualshareholdermeeting.com/SONO2025.

What time does the 2025 Annual Meeting begin?

The Annual Meeting will begin at approximately 10:00 a.m. Pacific Time, with login beginning at 9:45 a.m. Pacific Time.

What fiscal year does the accompanying Annual Report on Form 10-K cover?

The Annual Report on Form 10-K covers the fiscal year ended September 28, 2024.

What is the purpose of this Schedule 14A filing?

This Schedule 14A filing serves as a definitive proxy statement to provide stockholders with information regarding the 2025 Annual Meeting of Stockholders.

Filing Stats: 4,537 words · 18 min read · ~15 pages · Grade level 12.9 · Accepted 2025-01-27 09:24:12

Key Financial Figures

  • $20 — n which included a commitment to invest $20 to $30 million to improve the Sonos app
  • $30 million — included a commitment to invest $20 to $30 million to improve the Sonos app and overall so
  • $1,518.1 million — ial Highlights (unaudited) Revenue of $1,518.1 million GAAP gross margin of 45.4% GAAP net l
  • $38.1 m — gross margin of 45.4% GAAP net loss of $38.1 million, GAAP diluted earnings per share
  • $0.31 — AP diluted earnings per share (EPS) of -$0.31 Non-GAAP net income of $71.4 million,
  • $71.4 m — (EPS) of -$0.31 Non-GAAP net income of $71.4 million, Non-GAAP diluted EPS of $0.56 A
  • $0.56 — $71.4 million, Non-GAAP diluted EPS of $0.56 Adjusted EBITDA of $107.9 million Fre
  • $107.9 million — iluted EPS of $0.56 Adjusted EBITDA of $107.9 million Free cash flow of $135 million, an inc
  • $135 m — DA of $107.9 million Free cash flow of $135 million, an increase of $85 million from
  • $85 million — sh flow of $135 million, an increase of $85 million from Fiscal 2023 Returned $129 million
  • $129 million — $85 million from Fiscal 2023 Returned $129 million to shareholders through share repurchas
  • $200 million — lders through share repurchases under a $200 million authorization established in November 2

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 43 EQUITY COMPENSATION PLAN INFORMATION 69 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 70 DELINQUENT SECTION 16(A) REPORTS 71 REPORT OF THE AUDIT COMMITTEE 72 ADDITIONAL INFORMATION 73 OTHER MATTERS 75 ANNEX A A- 1 ANNEX B B- 1 ANNEX C C- 1 Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), provide a "safe harbor" for forward-looking statements. With the exception of historical information, the matters discussed in this proxy statement are forward-looking statements and may be identified by the use of words such as "anticipate," "believe," "could," "should," "estimate," "expect," "intend," "may," "will," "plan," "predict," "project," "seek," "approximately," "potential," "outlook" and similar terms and phrases that concern our strategy, plans or intentions, including references to assumptions. Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties and assumptions. A variety of factors could cause our future results to differ materially from the anticipated events or results expressed in such forward-looking statements. Readers should review Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended September 28, 2024 for a description of important factors that could cause our future results to differ materially from those contemplated by the forward-looking statements made in this proxy statement. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this proxy statement might not occur. All forward-looking statements speak only as of the date of this proxy statement and should be evaluated with an understanding of their inherent uncertainty. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission,

Executive Compensation

Executive Compensation We have established a compensation program that seeks to closely align the interests of our named executive officers and other management with the interests of our stockholders. Our compensation program is designed to attract, retain and motivate key executives critical to our success, provide fair and competitive compensation opportunities, integrate compensation with our business plans, and reward both business and individual performance. We link pay to performance and stockholder interests by heavily weighting compensation to short-term cash incentive awards and long-term equity awards that are tied to the value of our stock and financial targets. In Fiscal 2024, 91% of target CEO compensation and 86% of the target compensation for our other named executive officers who were employed for the full fiscal year, on average, was composed of variable, at-risk compensation elements. Our annual cash incentive program for our named executive officers consists of pre-established enterprise-wide financial measures (45% revenue and 45% Adjusted EBITDA margin) and diversity, equity, and inclusion ("DEI") goals (10%). Threshold goals were not met for the revenue and Adjusted EBITDA margin goals during Fiscal 2024. Although the Compensation, People and Diversity & Inclusion Committee (the "CPD&I Committee") determined an achievement of 25% against the DEI goals, the CPD&I Committee determined to waive the results on the DEI metrics upon the recommendation of management, resulting in no annual incentive payments for Fiscal 2024 to our named executive officers. 3 Our CPD&I Committee annually evaluates ways to better align our compensation program with the Company's strategic initiatives. Our compensation program does not include any of the following practices: Single trigger acceleration in connection with a change of control. Material perquisites for executives, except in connection with a business-related relocation. At our 2024 annual meeting

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