Senseonics Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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CURRENT REPORT
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SECURITIES EXCHANGE ACT OF 1934
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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.
Proposal No. 4: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:
| Votes For | Votes Against |
Abstained | ||||||||||
| Ratification of appointment of KPMG LLP | 21,085,578 | 2,185,666 | 378,995 | |||||||||
Proposal No. 5: 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 70,000,000 to 140,000,000 shares (the “Amendment”):
| Votes For | Votes Against |
Abstained | ||||||||||
| Approval of an amendment to the Company's amended and restated certificate of incorporation | 15,735,743 | 6,871,884 | 1,042,612 | |||||||||
Following the approval of Proposal No. 5, on May 20, 2026, the Company filed the Amendment with the Secretary of State of the State of Delaware.
Proposal No. 6: Approval of the Senseonics Holdings, Inc. 2026 Equity Incentive Plan:
| Votes For | Votes Against |
Abstained | Broker Non- Votes |
|||||||||||||
| Approval of the Senseonics Holdings, Inc. 2026 Equity Incentive Plan | 10,458,422 | 2,307,794 | 194,538 | 10,689,485 | ||||||||||||
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). |
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 20, 2026 | SENSEONICS HOLDINGS, INC. |
| By: | /s/ Rick Sullivan | |
| Name: | Rick Sullivan | |
| Title: | Chief Financial Officer |