8-K
Sonos Inc (SONO)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 27, 2020
SONOS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38603 | 03-0479476 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
614 Chapala Street
Santa Barbara, California 93101
(Address of principal executive offices, including zip code)
(805) 965-3001
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- || Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | --- | --- | --- | | Common Stock, $0.001 par value | SONO | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2020, the board of directors of Sonos, Inc. ("Sonos") increased the size of the board from seven to nine members and appointed Deirdre Findlay and Joanna Coles as new members (each, a "New Director"), effective immediately. Ms. Findlay was appointed as a Class III director for a term expiring at the 2021 Annual Meeting of Stockholders or until her successor is duly elected or qualified. Ms. Coles was appointed as a Class I director for a term expiring at the 2022 Annual Meeting of Stockholders or until her successor is duly elected or qualified. Neither Ms. Findlay or Ms. Coles has been appointed to any committees of the board at this time.
There is no arrangement or understanding between either New Director and any other person pursuant to which she was appointed as a director. There are no transactions in which either New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. The board affirmatively determined that each New Director is independent within the meaning of Nasdaq Listing Standards.
Each New Director will be compensated for her services in accordance with Sonos' non-management director compensation program which provides for an annual fee of $50,000 for serving on the board and an annual equity award of restricted stock units with a grant date value of approximately $175,000.
On February 27, 2020, each New Director received an equity award of 12,792 restricted stock units which will vest in full on the earlier of February 27, 2021 or the 2021 Annual Meeting of Stockholders.
Item 7.01 Regulation FD Disclosure.
On March 3, 2020, Sonos issued a press release announcing the appointment of two new directors. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated March 3, 2020 announcing the appointment of two new directors. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SONOS, INC. | ||
|---|---|---|
| Date: March 3, 2020 | By: | /s/ Edward Lazarus |
| Edward Lazarus<br><br>Chief Legal Officer |
finalsonosannouncestwone
Sonos Announces New Appointments to Board of Directors SANTA BARBARA, Calif.-- March 3, 2020 -- Sonos, Inc. (Nasdaq: SONO) today announced the appointment of Deirdre Findlay, Chief Marketing Officer of Conde Nast, and Joanna Coles, former Chief Content Officer of Hearst Magazines, to its Board of Directors effective February 27, 2020. Ms. Findlay’s extensive digital marketing and consumer insights expertise will be an asset for Sonos given the company’s ongoing focus on consumer engagement and driving a world-class marketing organization. Ms. Coles’ extensive experience with content in TV, digital and print and her unparalleled understanding of consumer audiences will be beneficial as Sonos continues to evolve its industry-leading consumer experience and differentiate its platform. “Deirdre and Joanna will add tremendous expertise and breadth of knowledge to the Sonos Board. I am confident they will make a positive impact and contribute to the company’s continued execution,” said Mike Volpi, Sonos Chairman of the Board. “Sonos is one of the leading sound experience brands globally and I am thrilled to work with the Board on the many opportunities that lie ahead,” Deirdre Findlay said. Deirdre Findlay is currently the Chief Marketing Officer of Condé Nast, a global media company, a position she has held since January 2020. Prior to Condé Nast, Ms. Findlay was the Chief Marketing Officer of Stitch Fix from May 2018 to January 2020. Prior to Stitch Fix, Ms. Findlay served as Senior Director of Global Hardware Marketing with Google from May 2013 to May 2018, Senior Director of Consumer Marketing at eBay from July 2011 to April 2013, and as Senior Vice President of Digitas from July 2000 to June 2011. Ms. Findlay holds a B.A in Economics from Williams College and an M.B.A. from The Tuck School of Business at Dartmouth College. “Sonos turned my ears on,” said Joanna Coles. “We always wonder what animals can hear that we can’t, what secret frequencies they tune into that we can’t. Sonos unlocks a secret world of sound. Listening to a song or a movie with Sonos is a completely different experience because
you just get more of it. More depth, more layers, more feeling - giving you that experience of hearing more and the world of sound opening up.” Joanna Coles is a TV producer across the Disney platforms, the executive producer of Freeform/Hulu’s The Bold Type inspired by her career, and a special advisor to Cornell Capital private equity, and the former Chief Content Officer of Hearst’s 300 magazines globally. An early adopter of Snapchat, she joined the Board of Snap Inc. in 2015, is a director of Density, a software company in San Francisco, and director of the clean beauty company, Blue Mistral. She is also on the Board of Women Entrepreneurs New York City. Ms. Coles holds a B.A. in English and American literature from the University of East Anglia. About Sonos Sonos (Nasdaq: SONO) is one of the world’s leading sound experience brands. As the inventor of multi-room wireless home audio, Sonos innovation helps the world listen better by giving people access to the content they love and allowing them to control it however they choose. Known for delivering an unparalleled sound experience, thoughtful home design aesthetic, simplicity of use and an open platform, Sonos makes the breadth of audio content available to anyone. Sonos is headquartered in Santa Barbara, California. Learn more at www.sonos.com. Investor Contact Cammeron McLaughlin IR@sonos.com Media Contact Tom Lodge PR@sonos.com Source: Sonos