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2025-07-17
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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): July 17, 2025
Sonim
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38907 |
|
94-3336783 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4445
Eastgate Mall, Suite 200,
San
Diego, CA 92121
(Address
of principal executive offices, including Zip Code)
(650)
378-8100
(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:
| ☐ |
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, par value $0.001 per share |
|
SONM |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
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
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 |
