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.

		SONOS, INC.
Date: December 9, 2020	By:	/s/ Edward Lazarus
		Edward Lazarus Chief Legal Officer

EX-99.1

Sonos Announces Retirement of Two Board Members SANTA BARBARA, Calif. -- December 9, 2020 -- Sonos, Inc. (Nasdaq: SONO) today announced the retirement of Robert Bach and John Maeda from the company’s board of directors, effective December 3, 2020. The company previously announced the addition of Panos Panay, chief product officer of Microsoft; Deirdre Findlay, chief marketing officer of Conde Nast; and Joanna Coles, former chief content officer of Hearst Magazines, to its board of directors earlier this year. The Sonos Board of Directors will consist of eight members total, effective December 3, 2020. “Over their long tenures, both Robbie and John have made tremendous contributions to Sonos’ evolution into a thriving public company and have been instrumental leaders in guiding the company’s long-term success. On behalf of the entire Sonos board, I would like to thank Robbie and John for their exemplary leadership and outstanding advice,” said Mike Volpi, Sonos chairman of the board. “Robbie and John have both been incredible advisers and I thank them for their invaluable advice and partnership over what has been nearly a decade of service to Sonos. Their expertise and insights will be greatly missed, even as we are thrilled to have Panos, Deidre and Joanna join the board this year,” said Patrick Spence, Sonos chief executive officer. Mr. Bach, who previously held senior roles at Microsoft Corporation, has served on the Sonos board since August 2011. Mr. Maeda, who currently serves as chief experience officer at Everbridge, has served on the Sonos board since June 2012.

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 they choose. Known for delivering an unparalleled sound experience, thoughtful home 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 Cammeron McLaughlin IR@sonos.com Media Contact Tom Lodge PR@sonos.com Source: Sonos

XML

Cover Page	Dec. 03, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 03, 2020
Entity Registrant Name	SONOS, INC.
Entity Incorporation, State or Country Code	DE
Entity 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