Tenon Medical Inc.

09/23/2025 | Press release | Distributed by Public on 09/23/2025 14:30

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

Tenon Medical, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting") virtually on September 18, 2025, after prior sessions on July 23, 2025 and August 20, 2025 were adjourned due to the absence of a quorum. The Annual Meeting was originally scheduled with a record date of June 6, 2025. Following the August 20 adjournment, the Board of Directors established a new record date of August 22, 2025, which superseded the prior record date.

As of August 22, 2025, the Company had 8,602,992 shares of common stock outstanding, each entitled to one vote per share, and 204,159 shares of Series A Preferred Stock and 86,454 shares of Series B Preferred Stock outstanding, each entitled to 1.25 votes per share, together constituting the Company's outstanding voting securities. Proxies previously submitted remained valid unless revoked or resubmitted. At the reconvened meeting on September 18, 2025, the holders of 4,635,903 shares of common stock were represented in person or by proxy, constituting a quorum under Delaware law and the Company's Bylaws.

The matters submitted to a vote of stockholders and the final voting results were as follows:

1. Election of the seven (7) nominees to the Board of Directors of the Company:
Name Votes For Withheld Broker
Non-Votes
Richard Ferrari 2,609,108 64,237 1,962,558
Steven Foster 2,611,010 62,335 1,962,558
Richard Ginn 2,608,772 64,573 1,962,558
Stephen Hochschuler, MD 2,485,488 187,857 1,962,558
Ivan Howard 2,486,810 186,535 1,962,558
Kristine Jacques 2,609,719 63,626 1,962,558
Robert Weigle 2,487,743 185,602 1,962,558

Each director nominee was elected to serve as a director until the Company's 2026 annual meeting of stockholders, or until such person's successor is duly elected and qualified, or until such person's earlier resignation, death or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.

2. At the Annual Meeting, stockholders voted on a proposal to approve the exercisability of the warrants issued pursuant to the warrant exercise inducement transaction entered into on March 11, 2025, including (i) the Series C-1 Warrants to purchase up to 2,445,700 shares of common stock and (ii) the Series C-2 Warrants to purchase up to 1,222,850 shares of common stock, in each case at an exercise price of $1.25 per share. The Series C-1 Warrants will become exercisable for five (5) years and the Series C-2 Warrants will become exercisable for three (3) years, in each case from the date stockholder approval was obtained. The results of the vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
2,517,314 120,940 35,091 1,962,558

The affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval. The proposal was approved.

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