UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 17, 2025, the compensation committee of the board of directors (the “Board”) of Sonim Technologies, Inc. (the “Company”) approved the grant of a one-time special cash award of $55,000 to each member of the special committee of the Board (the “Special Committee”) and an additional $35,000 to the chair of the Special Committee. These awards were granted in recognition of their service in connection with the Company’s strategic alternatives initiatives and are intended to further align director compensation with long-term stockholder value creation through the next phase of the Company’s strategy in pursuit of strategic alternatives.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) was held on July 18, 2025. Holders of 6,624,559 shares of the Company’s common stock, or approximately 64% of the shares outstanding as of the record date, were represented at the meeting in person or by proxy, constituting a quorum. The following are the voting results on each matter submitted to the stockholders of the Company at the Annual Meeting.
Proposal 1: The stockholders elected each of the Company’s five director nominees — James Cassano, Peter Liu, Mike Mulica, Jack Steenstra, and George Thangadurai — to serve as directors of the Company:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| James Cassano(1) | 5,663,302 | 929,896 | — | |||||||||
| Peter Liu(1) | 3,728,396 | 2,864,802 | — | |||||||||
| Mike Mulica(1) | 3,716,556 | 2,876,642 | — | |||||||||
| Jack Steenstra(1) | 5,666,285 | 629,913 | — | |||||||||
| George Thangadurai(1) | 5,662,691 | 930,507 | — | |||||||||
| Douglas B. Benedict(2) | 2,831,270 | 3,761,928 | — | |||||||||
| Joseph M. Glynn(2) | 2,832,153 | 3,761,045 | — | |||||||||
| Gregory M. Johnson(2) | 885,340 | 5,707,858 | — | |||||||||
| Surendra Singh(2) | 882,738 | 5,710,460 | — | |||||||||
| Michael Wallace(2) | 863,374 | 5,729,824 | — | |||||||||
| (1) | Nominated by the Board | |
| (2) | Nominated by AJP Holding Company, LLC and Orbic North America, LLC |
Proposal 2: The stockholders ratified, on an advisory basis, the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
| 6,181,612 | 199,815 | 243,132 | — | |||||||||
Proposal 3: An amendment to the Sonim Technologies, Inc. 2019 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance by 600,000 shares was not approved:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||
| 1,611,140 | 2,948,436 | 2,034,035 | — | |||||||||
Proposal 4: The stockholders did not approve, on a non-binding, advisory basis, the executive compensation of the Company’s named executive officers:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||
| 1,626,781 | 2,970,900 | 1,995,930 | — | ||||||||||
Proposal 5: The stockholders approved, on a non-binding, advisory basis, the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers to be every three (3) years as follows:
| 1 Year | 2 Year | 3 Years | Votes Abstained | Broker Non-Votes | ||||||||||||||
| 2,687,448 | 59,129 | 3,457,977 | 389,057 | — | ||||||||||||||
Consistent with the recommendation of the Board as set forth in the Company’s proxy statement and filed in connection with the Annual Meeting and based on the results of this non-binding advisory vote, the Board has determined that the Company will hold future non-binding advisory votes on executive compensation every three (3) years until the next advisory vote on frequency of executive compensation, which will be held no later than the Company’s 2031 annual meeting of stockholders.
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.
| SONIM TECHNOLOGIES, INC. | ||
| Date: July 23, 2025 | By: | /s/ Clay Crolius |
| Name: | Clay Crolius | |
| Title: | Chief Financial Officer | |