sono-20250127

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant x

Filed by a Party other than the Registrant ☐

Check the appropriate box:

o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12


SONOS, INC.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

January 27, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Sonos, Inc. The Annual Meeting will be held on March 11, 2025. To allow for participation by all of our stockholders, regardless of their geographic location, the Annual Meeting will be held entirely online. You may attend the Annual Meeting online at the following website address: www.virtualshareholdermeeting.com/SONO2025 and by entering the 16-digit control number included on your Notice of Internet Availability, your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will begin at approximately 10:00 a.m., Pacific Time, with login beginning at 9:45 a.m., Pacific Time, via a live webcast on the internet.

The matters expected to be acted upon at the Annual Meeting are listed in the Notice of Annual Meeting of Stockholders and more fully described in the accompanying proxy statement. We have also made available or provided our Annual Report on Form 10-K for the fiscal year ended September 28, 2024, which contains important business and financial information regarding Sonos.

Your vote is important. Whether or not you plan to attend the Annual Meeting, to ensure that your shares will be represented, please cast your vote as soon as possible via the internet or by telephone, or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend.


			Sincerely,

			Tom Conrad
			Interim Chief Executive Officer and Director

YOUR VOTE IS IMPORTANT

Your vote is important. As described in your electronic proxy materials notice or on the enclosed paper proxy card and voting instructions, please vote by: (1) accessing the internet website, (2) calling the toll-free number, or (3) signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend online.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MARCH 11, 2025: THE PROXY STATEMENT, PROXY CARD AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.

SONOS, INC.

301 Coromar Drive

Santa Barbara, CA 93117

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

January 27, 2025


Time and Date:						March 11, 2025 at 10:00 a.m. Pacific Time

Place:						Virtually at www.virtualshareholdermeeting.com/SONO2025

Items of Business:						1. Election of Class I directors. 2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending September 27, 2025. 3. Conduct an advisory vote to approve named executive officer compensation (the say-on-pay vote). 4. Conduct an advisory vote on frequency of future say-on-pay votes (the say-on-frequency vote). 5. Approve an amendment and restatement of the Company’s Restated Certificate of Incorporation to reflect Delaware law provisions allowing for the exculpation of officers. 6. Approve amending the Company's Restated Bylaws to provide for Delaware General Corporation Law and universal proxy rule updates. 7. Approve amending the Company's Restated Bylaws to modernize the advance notice provisions. 8. Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Record Date:						Only stockholders of record at the close of business on January 13, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

Proxy Voting:						Each share of common stock that you own represents one vote. For questions regarding your stock ownership, you may contact us through our website at https://investors.sonos.com or, if you are a registered holder, contact our transfer agent, Equiniti Trust Company, LLC, through its website at https://www.shareowneronline.com or by phone at (800) 937-5449.

This notice of the Annual Meeting, proxy statement, form of proxy and our 2024 Annual Report are being distributed or made available on or about January 27, 2025.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote or submit your proxy via the internet, or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.


			By Order of the Board of Directors,

			Edward Lazarus
			Chief Legal and Strategy Officer and Corporate Secretary
			Santa Barbara, California
			January 27, 2025

SONOS, INC.

PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS


			Page
EXECUTIVE SUMMARY			1

INFORMATION ABOUT SOLICITATION AND VOTING			5

INTERNET AVAILABILITY OF PROXY MATERIALS			5

GENERAL INFORMATION ABOUT THE MEETING			5

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			10

NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			18

PROPOSAL ONE: ELECTION OF DIRECTORS			21

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			30

PROPOSAL THREE: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (THE SAY-ON-PAY VOTE)			32

PROPOSAL FOUR: ADVISORY VOTE ON FREQUENCY OF SAY-ON-PAY VOTE (THE SAY-ON-FREQUENCY VOTE)			33

PROPOSAL FIVE: APPROVE AN AMENDMENT AND RESTATEMENT OF RESTATED CERTIFICATE OF INCORPORATION TO REFLECT DELAWARE LAW PROVISIONS ALLOWING FOR THE EXCULPATION OF OFFICERS			34

PROPOSAL SIX: APPROVE AMENDING THE RESTATED BYLAWS TO PROVIDE FOR DELAWARE GENERAL CORPORATE LAW AND UNIVERSAL PROXY UPDATES			36

PROPOSAL SEVEN: APPROVE AMENDING THE RESTATED BYLAWS TO MODERNIZE THE ADVANCE NOTICE PROVISIONS			38

EXECUTIVE OFFICERS			41

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-

SEC Form DEF 14A filed by Sonos Inc.