Sonim Technologies (SONM) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on July 18, 2025, with stockholders able to vote online or by proxy on key proposals.

• The meeting features a contested director election, with the Orbic Group nominating an opposing slate of five directors; the board recommends voting for its own five nominees using the WHITE proxy card.

• Proposals include director elections, auditor ratification, an equity plan amendment, advisory votes on executive compensation, and the frequency of future say-on-pay votes.

• The board strongly urges stockholders to disregard any blue proxy card from the Orbic Group and provides detailed instructions for voting and revoking prior proxies.

Voting matters and shareholder proposals

• Proposals: (1) Elect five directors, (2) Ratify Baker Tilly US, LLP as auditor, (3) Approve an increase of 600,000 shares to the 2019 Equity Incentive Plan, (4) Advisory vote on executive compensation, (5) Advisory vote on frequency of say-on-pay (board recommends every 3 years).

• Only five nominees can be elected; overvotes invalidate all director votes, undervotes only count marked nominees.

• The board recommends voting FOR its nominees and all other proposals, and for a 3-year frequency on say-on-pay.

• Any other business may be transacted if properly brought before the meeting.

Board of directors and corporate governance

• The board consists of five members, four of whom are independent; four incumbents and one new nominee are recommended.

• Board leadership is separated, with an independent chairperson and CEO roles held by different individuals.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board and committees met regularly in 2024; all directors attended at least 75% of meetings.

• Corporate governance documents, code of ethics, and insider trading policy are in place and available online.