Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 12, 2020, the board of directors (the "Board") of Sonos, Inc.
("Sonos") increased the size of the Board from nine to ten members and appointed
Panos Panay as a new member, effective immediately. Mr. Panay was appointed as a
Class I director for a term expiring at the 2022 Annual Meeting of Stockholders
or until his successor is duly elected or qualified. Mr. Panay has not been
appointed to any committees of the Board at this time.
There is no arrangement or understanding between Mr. Panay and any other person
pursuant to which he was appointed as a director. There are no transactions in
which Mr. Panay has an interest requiring disclosure under Item 404(a) of
Regulation S-K. The Board affirmatively determined that Mr. Panay is independent
within the meaning of Nasdaq Listing Standards.
Mr. Panay will be compensated for his services in accordance with Sonos'
non-management director compensation program which provides for an annual fee of
$50,000 for serving on the Board and an annual equity award of restricted stock
units with a grant date value of approximately $175,000, each pro-rated based on
his date of appointment. In addition, Mr. Panay agreed to forego the portion of
his cash retainer payable from his date of appointment until December 31, 2020
in accordance with a similar decision by all members of the Board reported on a
Form 8-K filed June 24, 2020.
On August 12, 2020, Mr. Panay received an equity award of 6,041 restricted stock
units which will vest in full on the earlier of February 27, 2021 or the 2021
Annual Meeting of Stockholders.
Item 7.01 Regulation FD Disclosure.
On August 17, 2020, Sonos issued a press release announcing the appointment of
Mr. Panay. A copy of the press release is furnished hereto as Exhibit 99.1 and
is incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act") or incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated August 17, 2020 announcing the appointment of Panos
Panay.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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