Tenon Medical Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Tenon Medical, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually on September 18, 2025, after prior sessions on July 23, 2025 and August 20, 2025 were adjourned due to the absence of a quorum. The Annual Meeting was originally scheduled with a record date of June 6, 2025. Following the August 20 adjournment, the Board of Directors established a new record date of August 22, 2025, which superseded the prior record date.
As of August 22, 2025, the Company had 8,602,992 shares of common stock outstanding, each entitled to one vote per share, and 204,159 shares of Series A Preferred Stock and 86,454 shares of Series B Preferred Stock outstanding, each entitled to 1.25 votes per share, together constituting the Company’s outstanding voting securities. Proxies previously submitted remained valid unless revoked or resubmitted. At the reconvened meeting on September 18, 2025, the holders of 4,635,903 shares of common stock were represented in person or by proxy, constituting a quorum under Delaware law and the Company’s Bylaws.
The matters submitted to a vote of stockholders and the final voting results were as follows:
| 1. | Election of the seven (7) nominees to the Board of Directors of the Company: |
| Name | Votes For | Withheld | Broker Non-Votes | |||
| Richard Ferrari | 2,609,108 | 64,237 | 1,962,558 | |||
| Steven Foster | 2,611,010 | 62,335 | 1,962,558 | |||
| Richard Ginn | 2,608,772 | 64,573 | 1,962,558 | |||
| Stephen Hochschuler, MD | 2,485,488 | 187,857 | 1,962,558 | |||
| Ivan Howard | 2,486,810 | 186,535 | 1,962,558 | |||
| Kristine Jacques | 2,609,719 | 63,626 | 1,962,558 | |||
| Robert Weigle | 2,487,743 | 185,602 | 1,962,558 |
Each director nominee was elected to serve as a director until the Company’s 2026 annual meeting of stockholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.
| 2. | At the Annual Meeting, stockholders voted on a proposal to approve the exercisability of the warrants issued pursuant to the warrant exercise inducement transaction entered into on March 11, 2025, including (i) the Series C-1 Warrants to purchase up to 2,445,700 shares of common stock and (ii) the Series C-2 Warrants to purchase up to 1,222,850 shares of common stock, in each case at an exercise price of $1.25 per share. The Series C-1 Warrants will become exercisable for five (5) years and the Series C-2 Warrants will become exercisable for three (3) years, in each case from the date stockholder approval was obtained. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,517,314 | 120,940 | 35,091 | 1,962,558 |
The affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval. The proposal was approved.
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| 3. | At the Annual Meeting, stockholders voted on a proposal to approve amendments to the Tenon Medical, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to (i) increase the number of shares of the Company’s common stock reserved for issuance under the 2022 Plan from 189,870 shares to 1,328,365 shares, and (ii) amend the 2022 Plan’s evergreen provision to increase the annual automatic increase in the number of shares of common stock reserved under the 2022 Plan, beginning with the fiscal year ending December 31, 2026, to equal, at the discretion of the 2022 Plan administrator, either (x) the greater of (A) 4% of the total number of shares of common stock outstanding on the last day of the prior fiscal year or (B) the number of shares that, when added to the number of shares reserved under the 2022 Plan on the last day of the prior fiscal year, will cause the number of shares reserved to equal 15% of the total shares of common stock outstanding on the last day of the prior fiscal year, or (y) a lesser number as determined by the 2022 Plan administrator. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,235,936 | 405,879 | 31,530 | 1,962,558 |
The affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval. The proposal was approved.
| 4. | Ratification of the selection by the Board of Directors of the Company of Haskell & White LLP as its independent auditor for the fiscal year ending December 31, 2025: |
| Votes For | Votes Against | Abstentions | ||
| 4,488,067 | 123,976 | 23,860 |
The affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval. The proposal was approved.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 23, 2025 | Tenon Medical, Inc. | |
| By: | /s/ Steven M. Foster | |
| Name: | Steven M. Foster | |
| Title: | Chief Executive Officer and President | |
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