Current Report Filing (8-k)

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)

December 3, 2020

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.

(b) On December 3, 2020, Robert Bach, a Class III director, resigned from the Board of Directors (the "Board") and the Audit Committee of Sonos, Inc. (the "Company"), and John Maeda, a Class I director, resigned from the Board and the Compensation, People and Diversity & Inclusion Committee of the Company. Neither Mr. Bach's nor Mr. Maeda's decision to resign was the result of any disagreement with the Company on any matters relating to the Company's operations, policies, or practices. Following such resignations, on December 3, 2020, the Board decreased the size of the Board from ten (10) to eight (8) directors.

As reported on the Current Report on Form 8-K/A filed on the date hereof, on December 3, 2020, the Board appointed Panos Panay to its Audit Committee, Joanna Coles to its Compensation, People and Diversity & Inclusion Committee, and Deirdre Findlay to its Compensation, People and Diversity & Inclusion Committee and its Nominating and Corporate Governance Committee, each effective immediately.

Item 7.01 Regulation FD Disclosure.

On December 9, 2020, the Company issued a press release announcing the retirement of Mr. Bach and Mr. Maeda. 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 December 9, 2020.
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.