SI-BONE Inc

DEF 14A 1 sibn2024proxystatementfinal.htm DEF 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrantþ

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))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to § 240.14a-12

SI-BONE, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

þ 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.

INVITATION TO 2024 ANNUAL MEETING OF STOCKHOLDERS

DATE: Tuesday, June 25, 2024

TIME: 8:00 a.m., Pacific Time

Dear Stockholders:

It is my pleasure to invite you to attend SI-BONE's Annual Meeting of Stockholders (the "Annual Meeting") on Tuesday, June 25, 2024 at 8:00 a.m., Pacific Time. The attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business we will conduct at the Annual Meeting.

We have made significant and measurable progress since last year’s annual meeting of stockholders, including the following:

•Achieved worldwide revenue of $138.9 million for the full year 2023, representing an increase of ~31% over the year 2022

•Surpassed 95,000 procedures performed by over 3,600 physicians worldwide since inception

•Over 1,600 physicians performed an iFuse procedure in 2023, an ~23% increase over 2022

•Achieved gross margins of 79% for the full year 2023

•Achieved ~30% improvement in Net Loss and ~48% improvement in Adjusted EBITDA

•Exited 2023 with a solid balance sheet with ~$166 million in cash and equivalents, including $84 million in net proceeds from our follow-on offering in May 2023

•Launched closed head iFuse Bedrock Granite®

•Received patent for triangular broach instrument, a crucial technology to place triangular implants in the sacroiliac joint, providing protection through 2034 and extended patent protection of our first-generation iFuse to December 2025, with iFuse-3D patent coverage to September 2035

•Celebrated our fifteen-year commitment to advancing awareness and treatment of sacropelvic conditions

We will hold our Annual Meeting virtually in an effort to make it convenient for our stockholders to attend. During our Annual Meeting, we will discuss each item of business described in the Notice of Annual Meeting and Proxy Statement enclosed with this letter, which we encourage you to read carefully. We will also address any questions submitted before or during the Annual Meeting.

Your vote is very important to us, and I urge you to vote your shares as promptly as possible. You may vote by Internet or by telephone. If you received a paper copy of the proxy card by mail, you may sign, date, and return the proxy card in the enclosed envelope.

Finally, I continue to be humbled by the exceptional performance of the entire SI-BONE team, working diligently to introduce new products and continuing to train and educate physicians to grow our core business. On behalf of the Board, management team and employees, thank you for your continued confidence and support as we advance our mission to help patients rise up and reach for the stars. We look forward to your participation in this year’s Annual Meeting.

Sincerely yours,

/s/ Laura Francis

Laura Francis

Chief Executive Officer

SI-BONE, INC.

471 El Camino Real, Suite 101

Santa Clara, California 95050

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 25, 2024

Dear Stockholder:

You are cordially invited to attend the virtual Annual Meeting of Stockholders of SI-BONE, Inc., a Delaware corporation. The meeting will be a completely virtual meeting of stockholders and will be held on Thursday, June 25, 2024 at 8:00 a.m. Pacific Time by live webcast as described in the proxy statement accompanying this notice. The Annual Meeting is being held for the following purposes:

1. To elect the Board of Director’s two nominees for director to serve until the 2027 Annual Meeting of Stockholders or until their successors are elected and qualified.

2. To ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

3. To provide an advisory, non-binding vote on the compensation of our named executive officers, as disclosed in this proxy statement.

4. To approve an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of SI-BONE, Inc. as permitted pursuant to recent amendments to the Delaware General Corporation Law.

5. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

You will be able to attend the virtual Annual Meeting and submit your questions and vote your shares online during the meeting by visiting www.virtualshareholdermeeting.com/SIBN2024 and using the 16-digit control number included in the Notice to enter the virtual Annual Meeting. If you determine to attend the Annual Meeting by webcast, you will only be able to participate by using your 16-digit control number provided on the proxy or information card to enter the Annual Meeting. Without your 16-digit control number, you will only be able to enter as a guest in listen-only mode and will not be able to vote. Therefore, it is important to retain a copy of your proxy or information card you receive to enable you to gain participation access to the virtual Annual Meeting.

The stockholder list will also be available during the Annual Meeting at www.virtualshareholdermeeting.com/SIBN2024. Instructions on how stockholders of record can view the stockholder list during the Annual Meeting are posted at www.virtualshareholdermeeting.com/SIBN2024. The record date for the Annual Meeting is April 26, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Stockholders’ Meeting to Be Held on June 25, 2024 via live webcast at www.virtualshareholdermeeting.com/SIBN2024. You will need the 16-digit control number provided on the proxy or information card in order to gain access to the Annual Meeting by live webcast.

The proxy statement and annual report to stockholders

are available at www.proxyvote.com.

By Order of the Board of Directors

/s/ Michael A. Pisetsky

Michael A. Pisetsky

Secretary and General Counsel

Santa Clara, California

You are cordially invited to attend the meeting by live webcast as described in the proxy statement accompanying this notice. Whether or not you expect to attend the meeting, please vote as soon as possible in order to ensure your representation at the meeting. You may vote over the internet or by a toll-free telephone number, or you may vote by mailing a completed, signed and dated proxy card or voting instruction card in the envelope provided with the proxy card or voting instruction card. Please note that any stockholder attending the virtual Annual Meeting may vote online during the meeting, even if the stockholder has already returned a proxy card or voting instruction card. Please see the instructions in the attached proxy statement and on your proxy card or voting instruction card.

SI-BONE, Inc.

471 El Camino Real, Suite 101

Santa Clara, California 95050

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 25, 2024

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 25, 2024

This proxy statement and our 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available on our website at https://investor.si-bone.com/financial-information/annual-reports and www.proxyvote.com.

MEETING AGENDA

Table of Contents