Sonim Technologies (SONM) Proxy Filing summary

Executive summary

• A special meeting is scheduled for October 16, 2025, to be held virtually for all shareholders of record as of September 15, 2025.

• Four key proposals will be presented: a reverse stock split, an increase in authorized shares, an increase in the equity incentive plan share pool, and the potential adjournment of the meeting to solicit more votes if needed.

• The board unanimously recommends voting FOR all proposals.

• Proxy materials were distributed via full set delivery, with future consideration for notice-only delivery to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split at a ratio between 1-for-2 and 1-for-30, at the board's discretion, to help regain compliance with Nasdaq's minimum bid price rule.

• Proposal 2: Approve an amendment to increase authorized common stock from 100,000,000 to 1,000,000,000 shares, providing flexibility for future financings and strategic initiatives.

• Proposal 3: Approve an increase of 1,000,000 shares available under the 2019 Equity Incentive Plan to attract and retain talent.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit votes for the above proposals.

• Shareholders may vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The board retains discretion to implement or abandon the reverse stock split and authorized share increase within one year of approval.

• A limited duration stockholder rights agreement (poison pill) is in effect until April 21, 2026, to protect against hostile takeovers.

• Non-employee director compensation includes annual cash retainers and RSU grants, with additional compensation for committee roles.