Welcome to the Sonos, Inc. 2026 Annual Meeting of Stockholders. I'll now turn the call over to your host, Edward Lazarus, Chief Legal and Business De velopment Officer.
Good morning, welcome to the Sonos 2026 annual meeting. My name is Edward Lazarus, and I am the Chief Legal and Business Development Officer of Sonos, and I will serve as the chairperson of the meeting. Rebecca Schuster, Sonos's Corporate Secretary, will serve as the secretary of this meeting and keep the minutes. I'm joined by our CEO, Tom Conrad, other members of our board of directors, including our Chair, Julius Genachowski, our CFO, Saori Casey, and our Head of Investor Relations and Corporate Finance, James Baglanis. Representing our independent accountant, KPMG LLP, is Mr. Brian Eich. During the question and answer period, he will be available to answer questions from stockholders. This year, to allow for participation by all of our stockholders, regardless of their geographic location, we are holding the meeting virtually.
Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting web portal. During the annual meeting, questions from stockholders should pertain to the proposals being considered. Stockholders wishing to ask other questions will be given an opportunity to do so following the adjournment of the meeting. We will now proceed with the meeting. Sonos is pleased to announce that its annual meeting of stockholders will now come to order on this March 5, 2026, at approximately 10:00 A.M. Pacific Standard Time. Please allow me to welcome you to this meeting and thank you for your interest and attendance. At today's meeting, we are considering 5 proposals for stockholder approval. 1, the election of 3 directors. 2, the ratification of the appointment of KPMG LLP as Sonos' independent registered public accounting firm for Sonos' fiscal year ending October 3, 2026.
3, an advisory vote to approve named executive officer compensation, the so-called Say-on-Pay vote. 4, approval of an amendment of Sonos' Restated Certificate of Incorporation to phase in declassification of the company's board of directors. 5, approval of an amendment of Sonos' Restated Certificate of Incorporation to eliminate certain super majority voting requirements. There were no stockholder proposals presented in accordance with the applicable procedures. The board of directors has fixed the close of business on January 13, 2026, as the record date for the determination of stockholders entitled to notice of this meeting and entitled to vote at this meeting, and any postponement or adjournment hereof.
An affidavit has been delivered to me attesting to the fact that notice of the meeting and the proxy statement, together with proxy cards and the annual report for fiscal year 2025, were mailed to all such stockholders. A certified list of the holders of common stock of Sonos as of the close of business on the record date prepared for this meeting by the company's transfer agent, Equiniti Trust Company, LLC, is also available via the virtual meeting web portal. Prior to this meeting, Sonos appointed Wendy Shiva to serve as the inspector of election for this meeting and tabulate the results of the voting. I request she file her oath of office with the secretary of the meeting for inclusion in the minutes of this meeting.
As of the record date of January 13, 2026, there were 120,872,657 shares of common stock outstanding and entitled to vote at this meeting, with each share of common stock entitled to 1 vote. I have been informed that approximately 107,214,517 shares of our common stock, representing about 88.7% of the voting power of our outstanding capital stock entitled to vote at this meeting, are present or represented by proxy here today. This number constitutes a quorum. This meeting is therefore authorized to transact business. It is now appropriate, approximately 10:05 A.M. Pacific Standard Time on March 5, 2026. The polls for voting on all matters are open.
All Sonos stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the virtual meeting web portal by clicking on the voting button and following the instructions there. Please remember that if you have already voted by proxy, it is not necessary to vote again. Your vote will be cast as you previously instructed and no further action is required. We'll move now to a review of the proposals. Please note that we will address stockholder questions or comments on any proposal after all proposals have been presented. The first proposal to come before the meeting is the election of directors.
As indicated in the proxy statement, Tom Conrad, Julius Genachowski, and Carmine Arabia have each been nominated for election as Class II directors, each to serve for a three-year term expiring at the 2029 Annual Meeting of Stockholders or until his successor is duly elected and qualified, or until his earlier death, resignation, disqualification, or removal. The board of directors recommends a vote for the election of each of the nominated directors. Proposal 2, ratification of independent auditors. The second proposal to come before the meeting is the ratification of the appointment of KPMG LLP as Sonos' independent registered public accounting firm for the fiscal year ending October 3, 2026. The board of directors recommends a vote for proposal 2. Advisory vote to approve named executive officer compensation, so-called Say-on-Pay vote.
The third proposal to come before the meeting is the advisory vote on the compensation of our named executive officers, all as described in our proxy statement. This proposal is advisory and non-binding. The vote will provide information to our Compensation and People Committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies, and practices, which will be taken into consideration when making future executive compensation decisions. The Board recommends a vote for proposal three. Proposal four, approval of an amendment of the company's Restated Certificate of Incorporation to phase in declassification of the Board. The fourth proposal to come before the meeting is the approval of an amendment of the company's Restated Certificate of Incorporation to phase in declassification of our Board of Directors. The Board of Directors recommends a vote for proposal four.
Finally, proposal five, approval of an amendment of the company's Restated Certificate of Incorporation to eliminate certain super majority voting requirements. The fifth proposal to come before the meeting is the approval of an amendment of the company's Restated Certificate of Incorporation to eliminate certain super majority voting requirements. The board of directors recommends a vote for proposal five. We will now address any questions or comments regarding any of the above proposals. As a reminder, we will only be taking questions or comments germane to the proposals at this time. We will pause for a moment to allow any questions or comments to be submitted. Rebecca, do we have any questions regarding any of the above proposals at this time?
We have no questions at this time.
Thank you. Since everyone has had the opportunity to vote, it is now 10:09 A.M. Pacific Standard Time, and the polls are closed. The Inspector of Election has delivered her preliminary report, and I will now announce the preliminary results. Based on preliminary results as tabulated by the Inspector of Election, each nominee for director has received a plurality of the votes cast and has been elected as a director of Sonos to serve for a 3-year term that will expire in 2029. The ratification of the appointment of KPMG as the company's independent registered public accounting firm received more than 99% of the votes cast in favor, and the appointment has been ratified.
The resolution of an advisory on an advisory basis for the compensation of our named executive officers received approximately 91% of the votes cast in favor of the proposal and has been approved. The approval of an amendment of Sonos' Restated Certificate of Incorporation to phase in declassification of our board of directors received approximately 77% of the outstanding shares entitled to vote on the proposal and therefore approval has been obtained. Finally, the approval of an amendment of Sonos' Restated Certificate of Incorporation to eliminate certain super majority voting requirements received approximately 77% of the outstanding shares entitled to vote on the proposal, and therefore approval has been obtained. We will file the report of the inspector of election with the records of this meeting.
We expect to report the results of the meeting on a Form 8-K to be filed with the SEC within four business days of this meeting. There is no other business, the formal portion of the meeting is adjourned. I would like to express my appreciation for all of our stockholders who have submitted their proxies. We will now address any questions or comments you may have regarding the company or its business. We ask that you please observe the rules of conduct and procedures that appear after the agenda. We will pause for a moment to allow any questions or comments to be submitted. Rebecca, do we have any questions at this time?
We have no questions at this time.
Thank you. Since there are no further questions, I would like to thank all of you for attending our annual meeting. This meeting is now at an end.