Senseonics Holdings Inc.

05/20/2026 | Press release | Distributed by Public on 05/20/2026 14:29

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2026 Annual Meeting of Stockholders held on May 20, 2026 (the "Annual Meeting"), the stockholders of Senseonics Holdings, Inc. (the "Company") approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate") to increase the authorized number of shares of the Company's common stock from 70,000,000 to 140,000,000 shares. The increase in the authorized number of shares of the Company's common stock was effected pursuant to Certificate of Amendment to Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") filed with the Secretary of State of the State of Delaware on May 20, 2026 and was effective as of such date.

The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached 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 Annual Meeting, the stockholders of the Company considered six proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2026, as amended on April 9, 2026. Of the 41,795,466 shares outstanding as of the record date, 23,650,239 shares, or 56.59%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal No. 1: Election of three nominees to serve as directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

Name Votes For Votes Withheld Broker Non-Votes
Timothy T. Goodnow 10,737,689 2,223,065 10,689,485
Francine R. Kaufman 10,995,083 1,965,671 10,689,485
Sharon Larkin 10,883,177 2,077,577 10,689,485

All nominees were elected.

Proposal No. 2: Approval, on an advisory basis, of the compensation paid to the Company's Named Executive Officers, as described in the proxy statement. The votes were cast as follows:

Votes For Votes
Against
Abstained Broker Non-
Votes
Approval, on an advisory basis, of the compensation paid to the named executive officers 10,358,401 2,379,720 222,633 10,689,485

Proposal No. 3: Approval of the frequency of advisory votes on the compensation of the Company's named executive officers. The votes were cast as follows:

One Year Two Years Three Years Abstained Broker Non-
Votes
Frequency of advisory votes on compensation of the Company's named executive officers 10,790,815 160,133 994,902 1,014,904 10,689,485

Consistent with the stockholder voting results above and the recommendation of the Board of Directors of the Company as disclosed in the Company's proxy statement for the Annual Meeting, the Company has determined to solicit a non-binding advisory vote on the compensation of the Company's named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote or until the Board of Directors of the Company determines that a different frequency of such non-binding advisory vote is in the best interest of the Company's stockholders.

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