Sonder (SONDQ) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 23, 2024, to be held virtually, with voting and Q&A available online for shareholders.

• Four key proposals: election of three Class III directors, amendment to increase authorized capital stock, amendment to the 2021 Equity Incentive Plan, and ratification of Deloitte as auditor.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors for terms expiring in 2027.

• Proposal to amend the certificate of incorporation to increase authorized shares from 401,809,144 to 409,309,144.

• Proposal to amend the 2021 Equity Incentive Plan, increasing available shares for awards to 9,957,029.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2024.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members (one vacancy), divided into three staggered classes.

• Majority of directors are independent; Janice Sears serves as Lead Independent Director.

• Board committees: Audit, Compensation, and Governance, all comprised of independent directors.

• Board diversity matrix provided, with focus on professional, gender, and ethnic diversity.

• Governance Committee oversees board composition, director nominations, and corporate responsibility.