Senseonics (SENS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with six key proposals up for shareholder vote, including director elections, executive compensation, auditor ratification, an increase in authorized shares, and a new equity incentive plan.

• The proxy statement includes detailed information on voting procedures, eligibility, and the rationale for each proposal.

• The board recommends voting in favor of all proposals and provides guidance on how to participate and submit questions during the virtual meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors for terms expiring in 2029, approving executive compensation, determining the frequency of say-on-pay votes, ratifying KPMG LLP as auditor, doubling authorized common shares, and approving the 2026 Equity Incentive Plan.

• The board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, for auditor ratification, for the share increase, and for the new equity plan.

• Voting standards and the effect of abstentions and broker non-votes are clearly outlined for each proposal.

Board of directors and corporate governance

• The board is divided into three classes, with nine members, and a majority are independent as per Nasdaq rules.

• Leadership structure separates the roles of chairman and CEO, with an independent chairman presiding.

• The board met eight times in 2025, with high attendance except for one director due to conflict of interest.

• Three standing committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent and have defined charters.

• Stockholders can communicate directly with the board, and a code of ethics and corporate governance guidelines are in place.