| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 15, 2021, the Board of Directors (the “Board”) of Sonim Technologies, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee (the “N&CG Committee”) of the Board, appointed Ken Naumann and Michael Mulica to serve on the Board until the Company’s 2021 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified, or until his earlier death, resignation or removal, with such appointments effective immediately. In connection with the appointment of Ken Naumann and Michael Mulica, the Board increased the size of the Board to seven directors. The Board also appointed (i) Ken Naumann to serve as a member of the Board’s Compensation Committee and N&CG Committee and (ii) Michael Mulica to serve as a member of the Board’s Audit Committee and N&CG Committee, in each case, effective immediately.
There are no arrangements or understandings between either of Ken Naumann and Michael Mulica and any other person pursuant to which such director was appointed to serve on the Board. Additionally, neither Ken Naumann nor Michael Mulica has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Each of Ken Naumann and Michael Mulica will receive compensation for his service as director in accordance with the Company’s standard compensation policy for non-employee directors, except the Board has deferred consideration of any award of restricted stock units under such policy until a later date. The Company’s standard compensation policy for non-employee directors is described in the Company’s definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission (the “SEC”) on August 24, 2020. The Company will also enter into its standard form of indemnity agreement with each of Ken Naumann and Michael Mulica, which was filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed with the SEC on April 15, 2019.
| Item 7.01 | Regulation FD Disclosure. |
On April 21, 2021, the Company issued a press release announcing the appointment of Ken Naumann and Michael Mulica to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d)
