Senseonics (SENS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, and will be held virtually, allowing shareholders to participate online, submit questions, and vote electronically.

• Shareholders will vote on director elections, executive compensation, auditor ratification, an increase in authorized shares, and a new equity incentive plan.

• The record date for voting eligibility is March 26, 2026, with 41,795,466 shares outstanding.

Voting matters and shareholder proposals

• Six proposals are up for vote: election of three directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, ratification of KPMG LLP as auditor, amendment to increase authorized shares, and approval of 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.

• Shareholders can vote online, by phone, mail, or during the virtual meeting; beneficial owners must follow broker instructions.

Board of directors and corporate governance

• The board is divided into three classes, each serving staggered three-year terms; six of nine directors are independent.

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

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Directors are encouraged but not required to attend the annual meeting; all attended in 2025.

• Stockholders can communicate with the board via a formal process; a code of ethics and corporate governance guidelines are in place.