Hello, everyone, and welcome to the 2026 Annual Meeting of Stockholders for Senseonics Holdings, Inc. I would now like to introduce Stephen DeFalco, Chairman of the Board of Directors of Senseonics Holdings, Inc.
Good morning. I am Stephen DeFalco, and I am serving as the chairman of this annual meeting of the stockholders of Senseonics Holdings. I am happy to welcome you to the Senseonics 2026 Annual Meeting of Stockholders. We are holding the annual meeting virtually because we believe holding a virtual meeting improves stockholder access and encourages greater global participation and lowers costs. I would like to thank everyone for taking the time to join us. Before I call the meeting to order, I'd like to introduce to you the members of the Board and the management team who have joined us today. The other members of the Board joining the meeting today are Dr. Steven Edelman, Edward Fiorentino, Dr. Timothy Goodnow, Brian Hansen, Dr. Francine Kaufman, Sharon Larkin, Douglas Prince, and Douglas Roeder.
Our Executive Officers and members of management joining the meeting today are Dr. Timothy Goodnow, Dr. Francine Kaufman, Dr. Mukul Jain, Kenneth Horton, Rick Sullivan, and Brian Hansen. I would also like to acknowledge and thank representatives of our outside auditors, KPMG, and our outside counsel, Cooley LLP, for their participation today. The meeting will now officially come to order. As you know, we are hosting today's meeting through a virtual online platform hosted by Broadridge Financial Solutions. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. Will the secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders list?
I have at this meeting a complete list of the stockholders of record of our common stock on March 26th, 2026, the record date for this meeting. The stockholder list of the company is available if any stockholder wishes to examine it and is available on the meeting website. The stockholder list will be filed with the minutes of this meeting. I also have an affidavit from the secretary certifying that on April 6th, 2026, a notice of annual meeting of stockholders of the company were deposited in the U.S. mail to all stockholders of record at the close of business on March 26th, 2026. This affidavit is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting.
At this time, I'd like to appoint Jim Rade to act as Inspector of Election at this meeting. Jim Rade has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum?
I have been informed by the Inspector of Election that proxies have been received for 22,910,611 of the 41,795,466 shares of common stock outstanding on the record date, which represents approximately 54.8% of the total number of outstanding shares of common stock. This constitutes a quorum for the meeting today. This meeting has been properly convened, and we may now carry out the official business of the meeting. If you have not already voted your shares, you may vote online prior to the closing of the polls. The polls will be closed for voting after I go through each of the proposals to be voted on.
We will now proceed with the formal business of this meeting. There are six proposals to be considered by the stockholders at the meeting. Each of the proposals will be presented in the order in which they appear in the company's notice of annual meeting and proxy statement. Please note that only properly submitted proposals, which are listed in the proxy materials previously distributed to you, will be considered at this meeting. After the last proposal is read, stockholders will have the opportunity to submit comments and have questions answered prior to the closing of the polls.
The time is now 10:05 A.M. on Wednesday, May 20th, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on.
The first item of business is the election of three Class I directors to serve until the 2029 annual meeting and until their successors are elected. The nominees for Class I directors are Timothy T. Goodnow, Francine R. Kaufman, and Sharon Larkin. The second item of business is the approval of, on an advisory basis, the compensation paid to the company's named executive officers as described in the proxy statement. The third item of business is the approval of, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation paid to the company's named executive officers. The fourth item of business is the ratification of the selection by the Audit Committee of the Board of Directors of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026.
The fifth item of business is the approval of an amendment to the company's amended and restated certificate of incorporation to increase the authorized number of shares of common stock from 70 million shares to 140 million shares. The sixth item of business is the approval of the Senseonics Holdings 2026 Equity Incentive Plan. This was the final proposal for today's meeting. The secretary will now describe the voting procedures.
Voting is by proxy and electronic ballot. Each share of common stock is entitled to one vote. If you intend to vote and have not already done so, you must submit your vote now via the online voting system in order for it to be counted. The online voting system can be accessed at the website www.virtualshareholdermeeting.com/sens2026, as described on your proxy card. We will not accept ballots, proxies, or revocations or changes of votes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote again and your shares will be voted as previously instructed. The time is now 10:08 A.M. and the polls are now closed for voting. We will not accept any ballots, proxies, or votes or any changes or revocations submitted after the closing of the polls.
May we have the preliminary results of the voting?
The report of the Inspector of Election covering the proposals presented at this meeting is as follows. The first proposal to elect Timothy T. Goodnow, Francine R. Kaufman, and Sharon Larkin as our Class I directors is carried. The second proposal to approve, on an advisory basis, the executive compensation of our named executive officers is carried. The third proposal to approve, on an advisory basis, one year as the preferred frequency of stockholder advisory votes on the compensation of our named executive officers is carried. The fourth proposal to select KPMG LLP as our independent registered public accounting firm for the fiscal year ended December 31st, 2026 is ratified. The fifth proposal 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 70 million shares to 140 million shares is carried.
The sixth proposal to approve the Senseonics Holdings, Inc 2026 Equity Incentive Plan is carried. We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. We also expect to file the Inspector of Election certificate with the minutes of this meeting.
This concludes the formal portion of today's meeting. I will turn the meeting over to Dr. Tim Goodnow.
Thank you, Stephen, and thank you to the Senseonics shareholders who participated by attending today's meeting or submitting their votes by proxy. We appreciate your continued interest in Senseonics, and we plan to provide updates regarding our progress and look forward to sharing more news with you in the coming months. Thanks again for your continued support of Senseonics.
This concludes the 2026 Annual Meeting of Stockholders of Senseonics Holdings, Inc. Thank you to all the stockholders for attending today's virtual meeting. Enjoy the rest.