UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the 2024 Annual Meeting of Stockholders held on May 22, 2024 (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 900,000,000 to 1,400,000,000 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 22, 2024 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 held on May 22, 2024, the stockholders of the Company considered four 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 12, 2024. Of the 530,817,549 shares outstanding as of the record date, 280,412,742 shares, or 52.83%, 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 2027 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 | |||||||||
| Steven Edelman, M.D. | 73,502,269 | 16,082,239 | 190,828,234 | |||||||||
| Edward J. Fiorentino | 75,295,264 | 14,289,244 | 190,828,234 | |||||||||
| Anthony Raab | 75,603,188 | 13,981,320 | 190,828,234 | |||||||||
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 | 61,654,275 | 24,469,234 | 3,460,999 | 190,828,234 | ||||||||||||
Proposal No. 3: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Ratification of appointment of KPMG LLP | 235,684,500 | 35,356,732 | 9,371,510 | |||||||||
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Proposal No. 4: Approval of an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized number of shares of common stock from 900,000,000 shares to 1,400,000,000 shares (the “Amendment”). The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Approval of an amendment to the Company's amended and restated certificate of incorporation | 155,991,595 | 119,606,483 | 4,814,664 | |||||||||
Following the approval of Proposal No. 4, on May 22, 2024, the Company filed the Amendment with the Secretary of State of the State of Delaware.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 22, 2024 | SENSEONICS HOLDINGS, INC. |
| By: | /s/ Rick Sullivan | |
| Name: | Rick Sullivan | |
| Title: | Chief Financial Officer |
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