Sonos shareholders approve board declassification and eliminate supermajority voting

Sonos Inc

Shareholders voted to amend certificate of incorporation to phase in board declassification starting 2026.
Shareholders also approved elimination of supermajority voting requirements from the certificate.
Three Class II directors elected: Carmine Arabia, Tom Conrad, Julius Genachowski (all with >84.8M for).
KPMG ratified as independent auditor for FY ending Oct 3, 2026 (106.7M votes for).
Advisory say-on-pay proposal passed with 84.9M for, 8.3M against.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Sonos Inc: Amendment to Restated Bylaws to make conforming changes with respect to phased in declassification of the Board (effective 2026-03-10).

Change: bylaw amendment
Effective: 2026-03-10

Exact text from the filing

on March 10, 2026, the Board approved an amendment to the Company's restated bylaws (the "Restated Bylaws") to make conforming changes to the Restated Bylaws with respect to phased in declassification of the Board, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Sonos Inc: Amendment to Restated Certificate of Incorporation to phase in declassification of the Board and eliminate supermajority voting requirements (effective 2026-03-10).

Change: charter amendment
Effective: 2026-03-10

Exact text from the filing

On March 10, 2026, the Company filed an amendment to the Restated Certification of Incorporation to effect these changes, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

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Sonos Inc filing history →

Source: SEC EDGAR

accession 0001314727-26-000050

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