Current Report Filing (8-k)
May 23 2023 - 4:06PM
Edgar (US Regulatory)
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2023-05-17
2023-05-17
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 17, 2023
SENSEONICS
HOLDINGS, INC. |
(Exact Name of Registrant as Specified in its Charter) |
Delaware |
|
001-37717 |
|
47-1210911 |
(State or Other
Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
20451 Seneca Meadows Parkway
Germantown, MD 20876-7005 |
(Address of Principal Executive Office) (Zip Code) |
Registrant's telephone number, including
area code: (301) 515-7260
Not Applicable
Former name or former address, if changed
since last report
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2 below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.001 par value |
SENS |
NYSE American |
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).
Emerging growth company ¨
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 17, 2023, Senseonics
Holdings, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”).
The stockholders considered three 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, 2023. Of the 479,780,414 shares outstanding as of the record date,
268,482,445 shares, or 55.96%, 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 five nominees to serve as directors until the 2026 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 | |
| 89,286,112 | | |
| 18,201,353 | | |
| 160,994,980 | |
Francine R. Kaufman | |
| 87,272,318 | | |
| 20,215,147 | | |
| 160,994,980 | |
Sharon Larkin | |
| 86,279,199 | | |
| 21,208,266 | | |
| 160,994,980 | |
Koichiro Sato | |
| 91,965,767 | | |
| 15,521,698 | | |
| 160,994,980 | |
Robert Schumm | |
| 85,013,338 | | |
| 22,474,127 | | |
| 160,994,980 | |
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 | |
| 84,135,004 | | |
| 21,916,745 | | |
| 1,435,716 | | |
| 160,994,980 | |
Proposal
No. 3: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year
ending December 31, 2023. The votes were cast as follows:
| |
Votes For | | |
Votes Against | | |
Abstained | |
Ratification of appointment of KPMG LLP | |
| 249,565,616 | | |
| 16,854,041 | | |
| 2,062,788 | |
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 23, 2023 |
SENSEONICS HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Rick Sullivan |
|
Name: |
Rick
Sullivan |
|
Title: |
Chief
Financial Officer |
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