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 30, 2019
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 30, 2019, Senseonics Holdings, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered two 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 18, 2019. Of the 177,008,363 shares outstanding as of the record date, 136,571,716 shares, or 77.2%, 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 2022 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| | | | | |
Name | | Votes For | | Votes Withheld | |
Stephen P. DeFalco | | 72,458,877 | | 10,379,522 | |
Douglas S. Prince | | 75,381,710 | | 7,456,689 | |
Douglas A. Roeder | | 75,606,497 | | 7,231,902 | |
Broker Non-Votes: 53,733,317.
All nominees were elected.
Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019. The votes were cast as follows:
| | | | | | | |
| | Votes For | | Votes Against | | Abstained | |
Ratification of appointment of Ernst & Young LLP | | 134,602,364 | | 955,829 | | 1,013,523 | |
Item 8.01 Other Events.
On May 30, 2019, the Company’s Board of Directors (the “Board”) adopted the Senseonics Holdings, Inc. Inducement Plan (the “Inducement Plan”), to be effective upon approval of the additional listing application related to the Inducement Plan by the NYSE American, pursuant to which the Company reserved 1,800,000 shares of the Company’s common stock for issuance under the Inducement Plan. The only persons eligible to receive grants of Awards (as defined below) under the Inducement Plan are individuals who satisfy the standards for inducement grants in accordance with NYSE American Company Guide Section 711(a), including individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company. An “Award” is any right to receive the Company’s common stock pursuant to the Inducement Plan, consisting of nonstatutory options, restricted stock unit awards and other equity incentive awards. On May 30, 2019, the Board also adopted a form of stock option grant notice and stock option agreement for use with the Inducement Plan.
The description above of the terms of the Inducement Plan is not complete, and reference is made to the Inducement Plan filed as Exhibit 10.1 hereto for a full description of the terms of the Inducement Plan. The form of stock option grant notice and stock option agreement for use with the Inducement Plan is attached as Exhibit 10.2 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number Description
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: June 5, 2019 | SENSEONICS HOLDINGS, INC. |
| By: | /s/ Jon Isaacson |
| Name: | Jon Isaacson |
| Title: | Chief Financial Officer |
