Sonder (SONDQ) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 6, 2025, to be held virtually, with voting and Q&A available online.

• Key proposals include director elections, auditor ratification, share issuance for warrant exercise, increase in authorized shares, and potential adjournment.

• Record date for voting is September 8, 2025; only shareholders of record on this date may vote.

• Proxy materials and annual report are accessible online, with options for electronic or paper delivery.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms expiring at the 2028 annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2025.

• Approval of issuance of common stock upon exercise of warrants, as required by Nasdaq rules.

• Amendment to increase authorized capital stock from 462,921,255 to 487,921,255 shares.

• Adjournment proposal to allow further solicitation if necessary for key proposals.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of eight members divided into three staggered classes; majority are independent.

• Special Committee formed in September 2025 to evaluate strategic transactions.

• Four standing committees: Audit, Compensation, Investment, and Nominating, all with independent members.

• Stock ownership guidelines require significant equity holdings by directors and executives.

• Insider Trading and Compensation Recovery policies in place.