SONIM TECHNOLOGIES INC
For the period ended Jun 5, 2024. Filed Jun 5, 2024.
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Jun 5, 2024 · Filed Jun 5, 2024
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Sonim Technologies, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Sonim Technologies, Inc. 4445 Eastgate Mall, Suite 200 San Diego, CA 92121
Notice of 2024 Annual Meeting
and Proxy Statement
| Date and Time: | Thursday, June 20, 2024 9:00 a.m., Pacific Time |
|---|---|
| Location: | Participate virtually at www.proxydocs.com/SONM |
Sonim Technologies, Inc. 4445 Eastgate Mall, Suite 200 San Diego, CA 92121
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | Thursday, June 20, 2024 9:00 a.m., Pacific Time |
|---|---|
| Virtual Meeting: | Participate online at www.proxydocs.com/SONM |
| Record Date: | Close of business on May 30, 2024 |
To our Stockholders:
Sonim Technologies, Inc. (“Sonim,” the “Company,” or “we”) will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 20, 2024, at 9:00 a.m., Pacific Time. To provide the opportunity for participation by a broader group of stockholders and provide a consistent and convenient experience to all stockholders regardless of location, the Annual Meeting will be held in a virtual-only meeting format. Stockholders will not be able to physically attend the Annual Meeting.
If you are a registered stockholder or beneficial owner of our common stock at the close of business on May 30, 2024, the record date of our Annual Meeting, you may attend the virtual meeting, submit questions and vote your shares electronically during the meeting via live audio webcast by visiting www.proxydocs.com/SONM and using the 12-digit control number included on your proxy card or voting instruction form.
At the Annual Meeting, holders of our outstanding shares of common stock will be asked to consider and vote upon the following proposals:
| 1. | To elect the five (5) nominees as directors of the Company, each to hold office until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal; |
| 2. | To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To approve an amendment to the Sonim Technologies, Inc. 2019 Equity Incentive Plan, as amended, to increase the aggregate number of shares of common stock authorized for issuance by 3,000,000 shares; |
| 4. | To approve an amendment to our certificate of incorporation to effect a reverse split stock of our outstanding common stock at a ratio of not less than 1-for-2 and not greater than 1-for-15, with the exact ratio to be set within that range at the discretion of our board of directors and with such action to be effected at such time and date, if at all, as determined by the board of directors prior to the one-year anniversary of the date on which the reverse stock split is approved by our stockholders at the Annual Meeting without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”); |
| 5. | To approve an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock from 100,000,000 shares to 200,000,000 shares with such action to be effected at such time and date, if at all, as determined by the board of directors prior to the one-year anniversary of the date on which such increase is approved by our stockholders at the Annual Meeting without further approval or authorization of our stockholders (the “Authorized Shares Proposal”); |
| 6. | To approve an amendment to our certificate of incorporation to limit the liability of certain officers, as permitted by recent amendments to Delaware law; |
| 7. | To transact any other business properly brought before the Annual Meeting or any postponement or adjournment thereof. |
You may vote on these matters virtually or by proxy. Each outstanding share of our common stock is entitled to one vote. Whether or not you plan to virtually attend the Annual Meeting, we ask that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes (see “How do I vote?” on page 3 in the accompanying proxy statement):
| 1. | Vote online or by telephone, by following the instructions included with the proxy card; or |
| 2. | Vote by mail, by completing and returning the enclosed proxy card in the enclosed addressed stamped envelope. |
This proxy statement and the form of proxy, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, were first sent or given to stockholders on or about June 5, 2024. Additionally, on the same date, said proxy materials were made available to our stockholders at www.proxydocs.com/SONM.
| By Order of the Board of Directors, | |
| Name: | Clay Crolius |
| Title: | Secretary |
San Diego, California
June 5, 2024
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| Proxy Statement | 1 | |
| Important Information Regarding Delivery of Proxy Materials | 2 | |
| Cautionary Note Regarding Forward-Looking Statements | 2 | |
| Website Information | 2 | |
| General Information about 2024 Annual Meeting | 3 | |
| When are this proxy statement and the accompanying materials scheduled to be sent to stockholders? | 3 | |
| Why did I receive proxy materials? | 3 | |
| Who is soliciting my vote? | 3 | |
| When is the record date for the Annual Meeting? | 3 | |
| How many votes do I have? | 3 | |
| How do I vote? | 3 | |
| How does the Board recommend that I vote on the proposals? | 4 | |
| Are there any matters to be voted on at the Annual Meeting that are not included in this proxy statement? | 5 | |
| May I change or revoke my proxy? | 5 | |
| What if I receive more than one set of proxy materials? | 5 | |
| How is a quorum reached? | 5 | |
| What is the effect if I fail to give voting instructions to my broker, bank, or other nominee? | 6 | |
| What are my voting options with respect to each proposal and how many votes are required to approve each proposal? | 6 | |
| What are the costs of soliciting these proxies? | 7 | |
| How are votes counted? | 7 | |
| How do I attend the Annual Meeting? | 7 | |
| Will there be a question and answer session? | 7 | |
| What if I need technical assistance? | 7 | |
| How can I know the voting results? | 7 | |
| Directors, Executive Officers, and Corporate Governance | 8 | |
| Board of Directors | 8 | |
| Current composition of our Board | 8 | |
| Board Nominees and Composition of the Board after the Annual Meeting | 8 | |
| Biographical information of our directors | 9 | |
| Executive officers | 10 | |
| Biographical information of our executive officers | 11 | |
| Corporate governance documents | 11 | |
| Board composition considerations | 11 | |
| Board leadership structure | 12 | |
| Role of the Board in risk oversight | 12 | |
| Director independence | 12 | |
| Committees of the Board | 13 | |
| Board, committees, and stockholders meetings | 13 | |
| Audit Committee | 13 | |
| Compensation Committee | 14 | |
| Nominating and Corporate Governance Committee | 15 | |
| Director nominations process | 15 | |
| Board diversity | 16 | |
| Anti-hedging policy | 17 | |
| Communications with the Board of Directors | 17 | |
| Proposal 1 — Election of Directors | 18 | |
| Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm | 19 | |
| Audit Committee Report | 20 | |
| Proposal 3 — Increase of the Shares Available under the Sonim Technologies, Inc. 2019 Equity Incentive Plan | 21 | |
| Proposal 4 — Reverse Stock Split | 31 | |
| Proposal 5 — Increase of Authorized Shares of Common Stock | 39 | |
| Proposal 6 — Approval of Amendment to our Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law | 42 | |
| Executive and Director Compensation | 44 | |
| Certain Relationships and Related Party Transactions | 51 | |
| Policies and procedures for related party transactions | 51 | |
| Security Ownership of Certain Beneficial Owners and Management | 53 | |
| Delinquent Section 16 Reports | 54 | |
| Other Matters | 55 | |
| Householding of proxy materials | 55 | |
| Stockholder proposals for the 2025 annual meeting of stockholders | 55 | |
| Annex A — Amended Sonim Technologies, Inc. 2019 Equity Incentive Plan | A-1 | |
| Annex B — Certificate of Amendment to Certificate of Incorporation: Reverse Stock Split | B-1 | |
| Annex C — Certificate of Amendment to Certificate of Incorporation: Authorized Share Increase | C-1 | |
| Annex D — Certificate of Amendment to Certificate of Incorporation: Limitation of Liability of Officers | D-1 | |
Sonim Technologies, Inc. 4445 Eastgate Mall, Suite 200 San Diego, California 92121
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.