Senseonics Holdings, Inc.

DEF 14A 1 tm242699-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under § 240.14a-12

​

Senseonics Holdings, Inc.

​

(Name of Registrant as Specified In Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

​

☐

Fee paid previously with preliminary materials

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

​

20451 Seneca Meadows Parkway

Germantown, Maryland 20876-7005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 22, 2024

Dear Stockholder:

The Annual Meeting of Stockholders of Senseonics Holdings, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, May 22, 2024 at 10:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online. The Annual Meeting can be accessed by visiting http://www.meetnow.global/MZZTTZF. You will not be able to attend the Annual Meeting physically in person. The purpose of the Annual Meeting will be the following:

To elect the three nominees of the Board of Directors, Steven Edelman M.D., Edward J. Fiorentino and Anthony Raab, to the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders.

​

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement accompanying this Notice.

​

To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as independent registered public accounting firm, or auditors, for the fiscal year ending December 31, 2024.

​

To approve 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.

​

To conduct any other business properly brought before the meeting.

​

These items of business are more fully described in the proxy statement accompanying these proxy materials. All stockholders are invited to attend the meeting online. The record date for the Annual Meeting is March 26, 2024. Only stockholders of record at the close of business on that date and their proxy holders are entitled to notice of and to vote at the meeting or any adjournment thereof.

By Order of the Board of Directors,

Rick Sullivan

Secretary

Germantown, Maryland

April 12, 2024