Sector: Consumer Discretionary
SONOS INC · Meeting: March 5, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Against Analysis
Tom Conrad has served on the board since March 2017, meaning his tenure fully covers the 3-year period during which Sonos stock fell roughly 30% while the technology sector ETF (XLK) gained about 98% — a gap of 128 percentage points, far exceeding the 30-point trigger threshold; the 5-year record is even worse (-66.6% vs XLK), so the 5-year mitigant does not apply, and a vote against him as a director is warranted independent of his role as CEO.
Julius Genachowski has been a director since 2013 and has served as Board Chair since May 2023, meaning his tenure fully covers the 3-year underperformance period; Sonos stock fell roughly 30% over three years while XLK gained 98% (a 128-point gap far exceeding the 30-point trigger), and the 5-year record provides no mitigant (stock down 67% over five years), so a vote against is warranted.
For Analysis
Carmine Arabia joined the board in January 2026, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; he brings relevant hardware and supply chain expertise appropriate to Sonos's business.
Of the three Class II nominees, two long-tenured directors (Tom Conrad since 2017, Julius Genachowski since 2013) are subject to a vote against under the TSR trigger because Sonos stock declined roughly 30% over the past three years while the technology sector ETF (XLK) gained 98% — a 128-point gap that far exceeds the 30-point threshold applicable to companies with negative absolute 3-year returns, and the 5-year record provides no mitigant. Carmine Arabia, who joined in January 2026, is exempt from the TSR trigger as a new director and receives a FOR vote.
CEO
Tom Conrad
Total Comp
$8,275,354
Prior Support
56%%
The 2025 say-on-pay vote received only about 56% support — below the 70% threshold that would normally require demonstrated follow-through — but the company has made visible and meaningful changes: it adopted formal executive severance guidelines, restructured the CEO compensation package to be 90% variable, added a multi-year relative stock performance goal covering 40% of the CEO's performance stock awards, differentiated annual and long-term incentive metrics in response to shareholder feedback, and conducted extensive engagement with shareholders representing 58% of shares outstanding. Pay mix is strong (90% variable for the CEO), the annual incentive plan uses objective financial metrics with a quality gate, and the overall compensation structure reflects genuine responsiveness to the prior-year shareholder concern, which itself was driven largely by a one-time severance payment to the departing CEO rather than a structural flaw in the ongoing program.
Auditor
KPMG LLP
Tenure
1 yrs
Audit Fees
$1,528,790
Non-Audit Fees
$134,265
KPMG LLP was newly appointed in December 2024 (replacing PricewaterhouseCoopers), so its tenure is roughly one year — well below the 25-year concern threshold; non-audit fees (tax services of $134,265) represent about 8.8% of audit fees ($1,528,790), comfortably below the 50% independence threshold; no restatements or other concerns are present, and KPMG is a Big 4 firm appropriate for a $1.6 billion company.
2 proposals submitted by shareholders
Proposal 4
This is a board-proposed charter amendment that moves Sonos from a classified board — where directors serve staggered three-year terms and only one-third face election each year — to a fully annual election structure by 2029; this is a clear pro-shareholder governance improvement because it gives ordinary shareholders a meaningful annual check on every director rather than having to wait up to three years to remove an underperformer. The phased approach is a reasonable transition mechanism and should be supported.
Proposal 5
This board-proposed charter amendment replaces a requirement that two-thirds of all shares must agree before the company's governing documents can be changed, lowering that bar to a simple majority — a clear improvement for ordinary shareholders because supermajority thresholds make it extremely difficult for shareholders to enact changes even when a majority want them. Eliminating this entrenching provision gives shareholders a more meaningful voice over the company's governance and is straightforwardly pro-shareholder.
8-K filed March 10, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Tom Conrad | 99.8% | 93.1M | 166,534 | ✓ Elected |
| Carmine Arabia | 99.8% | 93.1M | 216,869 | ✓ Elected |
| Julius Genachowski | 90.9% | 84.9M | 8.5M | ✓ Elected |
Broker non-votes: 13.9M
Say on Pay
For 84.9M · Against 8.3M · Abstain 112,805
Auditor Ratification
For 106.7M · Against 485,213 · Abstain 23,509
Other Proposals
Proposal 4
Approval of an Amendment of the Company's Restated Certificate of Incorporation to Phase in Declassification of the Board
Proposal 5
Approval of an Amendment of the Company's Restated Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements
The 2026 Sonos annual meeting ballot contains five proposals; votes against are warranted for two long-tenured Class II directors (Tom Conrad and Julius Genachowski) due to severe stock underperformance — Sonos shares fell roughly 30% over three years while the technology ETF (XLK) gained 98%, a 128-point gap with no 5-year mitigant — while the three remaining proposals (auditor ratification, say-on-pay, and two pro-shareholder charter amendments on board declassification and elimination of supermajority voting requirements) all receive FOR votes. The say-on-pay vote narrowly passes the prior-year low-support test because the company made genuine and specific structural changes to its compensation program in direct response to the 56% support received in 2025.
