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

• Five proposals are up for vote: election of Class II directors, ratification of KPMG as auditor, advisory say-on-pay vote, amendment to phase in board declassification, and amendment to eliminate supermajority voting requirements.

• The board recommends voting FOR all proposals.

• Proposals to modernize governance include phasing out the classified board and removing supermajority voting provisions.

Board of directors and corporate governance

• The 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 composed solely of independent directors.

• Annual board and committee self-evaluations are conducted, and stockholder engagement is ongoing.

• No poison pill is in place, and rigorous stock ownership guidelines are enforced.