Sonim Technologies (SONM) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on June 20, 2024, with stockholders able to vote on key proposals electronically.

• The record date for voting is May 30, 2024, with 46,717,887 shares outstanding and entitled to vote.

• The Board recommends voting in favor of all six proposals, including director elections, auditor ratification, equity plan amendment, reverse stock split, authorized share increase, and officer liability limitation.

• Proxy materials were mailed to stockholders and are also available online; full set delivery was chosen for this year.

• Forward-looking statements address governance, equity plan impacts, reverse split benefits, and Nasdaq compliance.

Voting matters and shareholder proposals

• Proposals include: election of five directors, ratification of Moss Adams LLP as auditor, amendment to increase equity incentive plan shares by 3,000,000, reverse stock split (1-for-2 to 1-for-15), increase in authorized shares to 200,000,000, and amendment to limit officer liability.

• Each share is entitled to one vote; voting can be done online, by phone, mail, or during the virtual meeting.

• Most proposals require a majority vote, except the officer liability amendment, which requires a two-thirds majority.

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of five members, four of whom are independent; all are nominated for re-election.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• Board leadership is separated between an independent Chair and the CEO.

• Board diversity matrix provided; all directors are male, with two identifying as Asian and three as White.

• Anti-hedging and clawback policies are in place for directors, officers, and employees.