Item 2.02 Results of Operations and Financial Condition.
On November 16, 2022, Sonos, Inc. (the "Company") issued a press release
announcing its financial results for its fourth fiscal quarter and fiscal year
ended October 1, 2022. A copy of the press release is furnished hereto as
Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 and in Exhibit 99.1 to this Current
Report on Form 8-K is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2022, the Company appointed Eddie Lazarus, Interim Chief
Financial Officer and Chief Legal Officer, as Chief Financial Officer of the
Company, effective immediately. Mr. Lazarus will remain Chief Legal Officer
until a successor is named.
Mr. Lazarus' biographical information, prior to his appointment as Interim Chief
Financial Officer effective September 1, 2022, as set forth in Part III, Item 10
of the Company's Annual Report on Form 10-K for the fiscal year ended October 2,
2021 filed with the U.S. Securities and Exchange Commission on November 22, 2021
is incorporated herein by reference.
There are no arrangements or understandings with any other person pursuant to
which Mr. Lazarus was appointed as the Company's Chief Financial Officer, and
there are no family relationships between Mr. Lazarus and any director or
executive officer of the Company. Additionally, there are no transactions
between Mr. Lazarus and the Company that would be required to be reported under
Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On November 16, 2022, the Company announced that its Board of Directors has
authorized a common stock repurchase program of up to $100 million. The
repurchase program does not have an expiration date. Under the repurchase
program, Sonos may purchase shares of common stock from time to time through
open market repurchases, privately negotiated transactions or other means,
including through Rule 10b5-1 trading plans or through the use of other
techniques such as accelerated share repurchases. The timing and number of
shares repurchased will depend on a variety of factors, including stock price,
trading volume, and general business and market conditions. A copy of the press
release announcing the common stock repurchase program is furnished hereto as
Exhibit 99.2 and is incorporated herein by reference.
The information contained in this Item 7.01 and in Exhibit 99.2 to this Current
Report on Form 8-K is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated
by reference in any filing under the Securities Act, or the Exchange Act,
regardless of any general incorporation language in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release dated November 16, 2022 announcing fourth fiscal
quarter and fiscal year 2022 financial results.
99.2 Press release dated November 16, 2022 announcing authorization
of common stock repurchase program.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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