Sonder (SONDQ) Proxy Filing summary

Executive summary

• Special Meeting scheduled for September 30, 2024, to be held virtually for all stockholders.

• Three key proposals: approval of share issuance upon conversion of Series A Preferred Stock, amendment to increase authorized shares, and potential adjournment if more time is needed for voting.

• Proposals are designed to comply with Nasdaq rules and support recent financing and corporate flexibility.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Series A Convertible Preferred Stock, as required by Nasdaq Listing Rules 5635(b), (c), and (d).

• Proposal 2: Approve amendment to increase authorized capital stock from 272M to 401.8M shares, including increases in common and special voting common stock.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit votes for the first two proposals.

• Board recommends a "FOR" vote on all proposals.

Board of directors and corporate governance

• Board and certain executive officers have a direct interest in the proposals due to their holdings in Preferred Shares.

• Voting agreements in place with certain stockholders representing about 52% of voting capital stock as of the record date.