Sonder (SONDQ) Proxy Filing summary

Executive summary

• Special Meeting scheduled for June 6, 2025, to be held virtually for all stockholders.

• Three key proposals: approval of share issuance under Nasdaq rules, increase in authorized capital, and potential adjournment.

• Proposals are linked to a recent private placement of Series A Convertible Preferred Stock and related warrants.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Preferred Shares and exercise of NPA Warrants, as required by Nasdaq Listing Rules 5635(b), (c), and (d).

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

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

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

• Voting support agreements cover 63.1% of voting capital stock as of the record date.

Board of directors and corporate governance

• Board is soliciting proxies and has designated CEO Francis Davidson and CFO Michael Hughes as proxy holders.

• Board has discretion to adjourn the meeting if necessary.

• Procedures for director nominations and shareholder proposals for the 2025 annual meeting are outlined, with specific deadlines.