Sonim Technologies (SONM) Proxy Filing summary

Executive summary

• AJP/Orbic Parties, significant stockholders, are soliciting proxies to elect five new independent directors at the 2025 Annual Meeting, citing urgent need for leadership change due to financial underperformance and value destruction.

• The current Board is criticized for failing to engage with acquisition offers and for pursuing asset sales and reverse merger transactions that are viewed as undervaluing the company.

• AJP/Orbic Nominees are presented as experienced industry professionals positioned to drive strategic alternatives and maximize stockholder value.

• The proxy contest is positioned as a response to the Board's entrenchment tactics, including poison pill adoption, dilutive equity offerings, and accelerated executive compensation.

Voting matters and shareholder proposals

• Proposals include electing five AJP/Orbic Nominees, ratifying Baker Tilly US, LLP as auditor, amending the 2019 Equity Incentive Plan to add 600,000 shares, advisory approval of executive compensation, and advisory vote on frequency of future say-on-pay votes.

• AJP/Orbic recommend voting FOR their nominees, AGAINST the equity plan amendment and executive compensation, and make no recommendation on auditor ratification or say-on-pay frequency (intend to vote for 1 year).

• Stockholders are urged to use the BLUE universal proxy card and to withhold votes from incumbent directors.

Board of directors and corporate governance

• The AJP/Orbic slate includes Douglas B. Benedict, Joseph M. Glynn, Gregory M. Johnson, Surendra Singh, and Michael Wallace, each with extensive experience in technology, telecom, and business development.

• Nominees are independent, with no current or recent employment by the company, and are expected to receive standard non-employee director compensation if elected.

• The current Board is accused of prioritizing self-preservation and entrenchment over stockholder interests.