Sonim Technologies (SONM) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on July 18, 2025, with stockholders voting on key proposals including director elections, auditor ratification, equity plan amendment, and executive compensation matters.

• A contested director election is underway, with the Orbic Group nominating an alternative slate of five directors in opposition to the board's recommended nominees.

• The board recommends voting for its nominees and all other proposals using the WHITE proxy card, emphasizing the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Moss Adams LLP as auditor, amending the 2019 Equity Incentive Plan to add 600,000 shares, an advisory vote on executive compensation, and a vote on the frequency of future say-on-pay votes.

• The board recommends voting for its nominees, for the auditor, for the equity plan amendment, for executive compensation, and for a three-year frequency on say-on-pay votes.

• The universal proxy card lists both board and Orbic Group nominees; only five can be elected.

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 for election.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• The board maintains an independent chair and separates the roles of CEO and chairperson.

• Governance documents, including a code of ethics and insider trading policy, are in place and available online.