Sonder (SONDQ) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 23, 2024, to be held virtually, with voting and Q&A available online.

• Four key proposals: election of three Class III directors, increase in authorized capital stock, amendment to the 2021 Equity Incentive Plan, and ratification of Deloitte as auditor.

• Board recommends voting in favor of all proposals.

• Proxy materials and annual report are available online; stockholders can vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class III directors to serve until 2027.

• Proposal 2: Amend certificate of incorporation to increase authorized shares from 401,809,144 to 409,309,144.

• Proposal 3: Amend 2021 Equity Incentive Plan to increase shares available for awards to 9,957,029.

• Proposal 4: Ratify Deloitte & Touche LLP as independent auditor for 2024.

• Board recommends voting FOR all proposals; deadlines and procedures for shareholder proposals for 2025 are specified.

Board of directors and corporate governance

• Board consists of nine members (one vacancy), divided into three staggered classes.

• Majority of directors are independent; Janice Sears serves as Lead Independent Director.

• Board diversity matrix provided; directors have varied backgrounds in hospitality, finance, and technology.

• Three standing committees: Audit, Compensation, and Governance, all composed of independent directors.

• Governance Committee oversees board composition, diversity, and corporate social responsibility.