Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 12, 2024

SONOS, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-38603	03-0479476
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

614 Chapala Street

Santa Barbara, California 93101

(Address of principal executive offices, including zip code)

(805) 965-3001

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	SONO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2024, the board of directors (the “Board”) of Sonos, Inc. (“Sonos” or the "Company") increased the size of the Board from seven to eight members and appointed Bracken Darrell as a new member, effective immediately. Mr. Darrell was appointed as a Class I director for a term expiring at the 2025 Annual Meeting of Stockholders or until his successor is duly elected or qualified. Mr. Darrell has not been appointed to any committees of the Board at this time.

There is no arrangement or understanding between Mr. Darrell and any other person pursuant to which he was appointed as a director. There are no transactions in which Mr. Darrell has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Board affirmatively determined that Mr. Darrell is independent within the meaning of Nasdaq Listing Standards.

Mr. Darrell will receive the standard compensation available to the Company’s non-employee directors, which is discussed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 29, 2024. The Company will also enter into its standard form of indemnification agreement with Mr. Darrell.

Item 7.01 Regulation FD Disclosure.

On February 13, 2024, Sonos issued a press release announcing the appointment of Mr. Darrell. 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 February 13, 2024 announcing the appointment of Mr. Darrell.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		SONOS, INC.

Date: February 13, 2024	By:	/s/ Eddie Lazarus
		Eddie Lazarus Chief Legal and Strategy Officer

Exhibit 99.1

Sonos Appoints Bracken Darrell to Board of Directors

Bracken’s appointment bolster Sonos’ Board of world-class leaders

SANTA BARBARA, Calif. -- Feb. 13, 2024 -- Sonos, Inc. (Nasdaq: SONO) today announced the appointment of Bracken Darrell, President and CEO of VF Corporation, to its Board, effective Feb. 12, 2024.

“With Bracken’s excellent track record leading world-class product companies and his deep experience in our space, we are delighted to welcome him to the Board. We’re excited about the value he can add as Sonos continues its journey to become the world’s leading sound experience company,” said Julius Genachowski, Chair of the Sonos Board.

Bracken has a long history and proven experience in business leadership, product innovation, and brand management roles. Prior to joining VF Corporation, Bracken spent more than 10 years as President and CEO of Logitech International. Through prioritizing product innovation and design as key pillars of the company’s strategy, he drove expansion into more than 20 new product categories, more than doubled revenue and achieved a tenfold increase in market capitalization. Prior to Logitech he held leadership roles at blue-chip companies such as Procter & Gamble, Whirlpool Corporation and General Electric.

“As a huge fan of great design and great performance I could not be more excited to join Sonos. I’ve admired Sonos for years and I’ve loved their products and experiences for a long time. I can’t wait to help support the company in its path to growth and larger scale,” said Bracken Darrell.

About Sonos

Sonos (Nasdaq: SONO) is one of the world’s leading sound experience brands. As the inventor of multi-room wireless home audio, Sonos innovation helps the world listen better by giving people access to the content they love and allowing them to control it however and wherever they choose. Known for delivering an unparalleled sound experience, thoughtful design aesthetic, simplicity of use, and an open platform, Sonos makes the breadth of audio content available to anyone. Sonos is headquartered in Santa Barbara, California. Learn more at www.sonos.com.

Investor Contact
James Baglanis

IR@sonos.com

Media Contact
Erin Pategas

PR@sonos.com

Source: Sonos

Document And Entity Information	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 12, 2024
Entity Registrant Name	SONOS, INC.
Entity Incorporation, State or Country Code	DE
Securities Act File Number	001-38603
Entity Tax Identification Number	03-0479476
Entity Address, Address Line One	614 Chapala Street
Entity Address, City or Town	Santa Barbara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93101
City Area Code	805
Local Phone Number	965-3001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SONO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001314727
Amendment Flag	false