Sonder (SONDQ) Proxy Filing summary

Executive summary

• Special Meeting will be held virtually to vote on three key proposals: issuance of common stock upon conversion of Series A Convertible Preferred Stock, an amendment to increase authorized capital stock, and potential adjournment if more time is needed for voting.

• The Board recommends voting in favor of all proposals, which are designed to comply with Nasdaq rules, support capital needs, and ensure flexibility for future corporate actions.

• Proceeds from the private placement of Preferred Shares will be used for working capital and general corporate purposes.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of common stock upon conversion of Preferred Shares, potentially resulting in a change of control and exceeding 20% of outstanding shares.

• Proposal 2 requests an amendment to increase authorized capital stock from 272,000,000 to 401,809,144 shares, including more common and preferred shares.

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

• Abstentions and broker non-votes have specific effects on each proposal; quorum requires a majority of outstanding shares.

Board of directors and corporate governance

• CEO Francis Davidson and director Sanjay Banker are participants in the Preferred Share purchase and have interests in all proposals.

• Voting agreements with certain stockholders representing about 52% of voting capital stock support Proposal 1.