Sonder Holdings Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SOND
Hotels/Resorts
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 6, 2025
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Item 3.03 Material Modification to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 6, 2025, Sonder Holdings Inc. (the “Company”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect an increase in the number of authorized shares (the “Authorized Shares Increase”) of capital stock of the Company from 409,309,144 shares to 462,921,255 shares, consisting of (a) 212,921,255 shares of general common stock, including (i) 210,921,255 shares of common stock and (ii) 2,000,000 shares of special voting common stock, and (b) 250,000,000 shares of preferred stock, par value $0.0001 per share, effective as of 4:50 p.m., Eastern Time, on June 6, 2025 (the “Effective Time”).
The Company’s stockholders approved the Authorized Shares Increase at a special meeting of stockholders held on June 6, 2025 (the “Special Meeting”). Additional information about the stockholder vote is provided under Item 5.07 of this Current Report on Form 8-K below.
The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Special Meeting, a total of 20,126,873 (or 63.78%) of the Company’s issued and outstanding shares of common stock, including special voting common stock, held of record as April 9, 2025, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum for the transaction of business at the Special Meeting.
The Company’s stockholders voted on the following proposals at the Special Meeting, which are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on May 15, 2025 (the “Proxy Statement”). The final vote tabulation for each proposal is set forth below.
1.To approve, for purposes of complying with Nasdaq Listing Rules 5635(b), (c), and (d), the issuance of shares of the Company’s common stock issuable upon conversion of the Preferred Shares and upon the exercise of the NPA Warrants (each as defined in the Proxy Statement).
The proposal was approved as set forth below:
| For | Against | Abstain | ||||||
| 20,065,515 | 44,930 | 16,428 | ||||||
2. To approve the Certificate of Amendment to increase the Company’s authorized shares of capital stock from 409,309,144 shares to 462,921,255 shares, consisting of (a) 212,921,255 shares of general common stock, including (i) 210,921,255 shares of common stock and (ii) 2,000,000 shares of special voting common stock, and (b) 250,000,000 shares of preferred stock, par value $0.0001 per share.
The proposal was approved as set forth below:
| For | Against | Abstain | ||||||
| 20,065,499 | 45,018 | 16,356 | ||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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 thereunto duly authorized.
| Sonder Holdings Inc. | ||||||||
| Date: June 11, 2025 | By: | /s/ Vanessa Barmack | ||||||
| Name: | Vanessa Barmack | |||||||
| Title: | General Counsel and Secretary | |||||||