Sonos (SONO) Proxy Filing summary

Executive summary

• Fiscal 2025 was a transitional year, marked by operational improvements, leadership changes, and a focus on restoring software quality and customer experience.

• Revenue reached $1.44 billion, with a GAAP gross margin of 43.7% and Adjusted EBITDA up 23% year over year.

• The company reduced operating expenses by over $100 million, maintained healthy margins, and returned $81 million to shareholders via share repurchases.

• New product launches included Arc Ultra, Sub 4, and Era 100 Pro, with a focus on innovation and energy efficiency.

• The leadership team was refreshed, including the appointment of Tom Conrad as CEO and the addition of three new independent directors.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms.

• Ratification of KPMG LLP as independent auditor for fiscal year ending October 3, 2026.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Proposal to phase in declassification of the Board, moving to annual elections by 2029.

• Proposal to eliminate certain supermajority voting requirements, reducing thresholds to a simple majority.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; roles of Chair and CEO are separated.

• Three new independent directors joined in January 2026, enhancing diversity and expertise.

• Board committees (Audit, Compensation and People, Nominating and Corporate Governance) are fully independent.

• Annual board and committee self-evaluations are conducted, and director time commitments are reviewed.

• No poison pill is in place; stock ownership guidelines and anti-hedging policies are enforced.