Senseonics Holdings, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Senseonics Holdings, Inc. will hold its virtual Annual Meeting on May 22, 2024, to elect directors, approve executive compensation, ratify auditors, and increase authorized shares.</b>

AI Summary

Senseonics Holdings, Inc. (SENS) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. Annual Meeting scheduled for May 22, 2024, as a virtual event. Key agenda items include election of three directors: Steven Edelman M.D., Edward J. Fiorentino, and Anthony Raab. Stockholders will vote on advisory approval of named executive officer compensation. KPMG LLP proposed for ratification as independent auditor for fiscal year ending December 31, 2024. Proposal to amend certificate of incorporation to increase authorized common stock from 900,000,000 to 1,400,000,000 shares.

Why It Matters

For investors and stakeholders tracking Senseonics Holdings, Inc., this filing contains several important signals. The proposed increase in authorized shares from 900 million to 1.4 billion could signal future capital-raising needs or strategic initiatives. The election of directors and advisory vote on executive compensation are standard governance procedures that reflect on management and board effectiveness.

Risk Assessment

Risk Level: medium — Senseonics Holdings, Inc. shows moderate risk based on this filing. The company is seeking to increase its authorized shares, which could dilute existing shareholders if used for future equity offerings, and the outcome of director elections and compensation votes are always subject to shareholder sentiment.

Analyst Insight

Monitor the outcome of the share authorization vote and director elections for insights into shareholder confidence and potential future financing activities.

Key Numbers

• May 22, 2024 — Annual Meeting Date (Date of the Annual Meeting of Stockholders.)
• 3 — Director Nominees (Number of director nominees to be elected.)
• 2027 — Director Term End (Year until which elected directors will hold office.)
• December 31, 2024 — Fiscal Year End (Fiscal year for which KPMG LLP is proposed as auditor.)
• 900,000,000 — Current Authorized Shares (Current number of authorized shares of common stock.)
• 1,400,000,000 — Proposed Authorized Shares (Proposed number of authorized shares of common stock.)

Key Players & Entities

• Senseonics Holdings, Inc. (company) — Registrant
• May 22, 2024 (date) — Annual Meeting date
• Steven Edelman M.D. (person) — Director nominee
• Edward J. Fiorentino (person) — Director nominee
• Anthony Raab (person) — Director nominee
• KPMG LLP (company) — Independent registered public accounting firm
• December 31, 2024 (date) — Fiscal year end for auditor ratification
• 900,000,000 (dollar_amount) — Current authorized shares

FAQ

Risk Factors

• Increase in Authorized Shares [medium — financial]: The company proposes to increase its authorized common stock from 900,000,000 to 1,400,000,000 shares, which could impact future financing and dilution.
• Director Elections [low — regulatory]: The election of directors is a key governance item that is subject to shareholder approval and can reflect confidence in the board's strategy.
• Executive Compensation Approval [low — financial]: The advisory vote on executive compensation allows shareholders to express their views on the company's compensation practices.

Key Dates

• 2024-05-22: Annual Meeting of Stockholders — Key decisions on board composition, executive pay, auditor, and share structure will be made.

Filing Documents

• tm242699-2_def14a.htm (DEF 14A) — 782KB
• bc_versustsr-4clr.jpg (GRAPHIC) — 26KB
• bc_versusnetincome-4clr.jpg (GRAPHIC) — 26KB
• bc_versusrevenue-4clr.jpg (GRAPHIC) — 27KB
• px_2024senseonics01pg01-4c.jpg (GRAPHIC) — 379KB
• px_2024senseonics01pg02-4c.jpg (GRAPHIC) — 209KB
• 0001104659-24-046514.txt (&nbsp;) — 1645KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 28 Summary Compensation Table 28 Outstanding Equity Awards at End of Fiscal Year 2023 31 Employment Agreements, Severance and Change in Control Arrangements 35 401(k) Plan 36 Director Compensation 36 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 39 TRANSACTIONS WITH RELATED PERSONS 40 Related-Person Transactions Policy And Procedures 40 Certain Related Party Transactions 40 Indemnification 43 DELINQUENT SECTION 16(A) REPORTS 44 HOUSEHOLDING OF PROXY MATERIALS 45 OTHER MATTERS 45 i TABLE OF CONTENTS SENSEONICS HOLDINGS, INC. 20451 Seneca Meadows Parkway Germantown, Maryland 20876-7005 PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS To be Held on May 22, 2024 MEETING AGENDA Proposals Page Voting Standard Board Recommendation Election of Directors 8 Plurality FOR each director nominee Advisory approval of the compensation of the Company's named executive officers 20 Majority of shares present in person or virtually or represented by proxy and entitled to vote on the matter. FOR Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2024 21 Majority of shares present in person or virtually or represented by proxy and entitled to vote on the matter. FOR Amend Company's Certificate of Incorporation to increase authorized shares of common stock from 900,000,000 to 1,400,000,000 23 Majority of votes cast FOR Votes cast "FOR" the proposal at the Annual Meeting must exceed votes cast "AGAINST" the proposal for this proposal to be approved QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why did I receive a notice regarding the availability of proxy materials on the internet? Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy ma

View Full Filing

View this DEF 14A filing on SEC EDGAR