Sonder (SONDQ) Proxy Filing summary

Executive summary

• A special virtual stockholder meeting is scheduled for June 6, 2025, to vote on three key proposals, with the record date set as April 9, 2025.

• The meeting will address the issuance of common stock upon conversion of Series A Preferred Shares and exercise of NPA Warrants, an increase in authorized capital stock, and potential adjournment if more time is needed for proxy solicitation.

• The Board recommends voting in favor of all proposals and has outlined procedures for voting, revocation, and participation.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuing common stock upon conversion of Preferred Shares and exercise of NPA Warrants, as required by Nasdaq rules.

• Proposal 2 requests an amendment to increase authorized capital stock from 409,309,144 to 462,921,255 shares.

• Proposal 3 allows adjournment of the meeting if more time is needed to secure votes for the other proposals.

• The Board recommends a “FOR” vote on all proposals.

Board of directors and corporate governance

• The Board is responsible for soliciting proxies and has designated the CEO and CFO as proxy holders.

• Procedures for director nominations and shareholder proposals for the 2025 annual meeting are specified, with clear submission deadlines.