07/24/2026 | Press release | Distributed by Public on 07/24/2026 14:46
Item 5.07 Submission of Matters to a Vote of Security Holders.
Tenon Medical, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") virtually on July 23, 2026. The record date for the Annual Meeting was June 8, 2026 (the "Record Date"), and the notice of the Annual Meeting and related proxy materials were mailed to stockholders of record as of the Record Date on or about June 23, 2026.
As of the Record Date, the Company had 11,849,674 shares of common stock outstanding representing 11,849,674 votes, 204,159 shares of Series A Preferred Stock outstanding representing 255,184 votes, and 86,454 shares of Series B Preferred Stock outstanding representing 108,074 votes. At the Annual Meeting, the holders of 6,471,472 shares of the Company's voting stock, representing 52.98% votes, were present online or represented by proxy, constituting at least 33 1/3% of the outstanding shares of the Company's voting stock entitled to vote and therefore a quorum under Delaware law and the Company's Bylaws.
There were six matters submitted to a vote of stockholders at the Annual Meeting 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 | 3,687,209 | 1,129,497 | 1,654,766 | |||||||||
| Steven Foster | 4,105,114 | 711,592 | 1,654,766 | |||||||||
| Richard Ginn | 3,468,650 | 1,348,056 | 1,654,766 | |||||||||
| Stephen Hochschuler, MD | 4,163,792 | 652,914 | 1,654,766 | |||||||||
| Ivan Howard | 3,686,753 | 1,129,953 | 1,654,766 | |||||||||
| Kristine Jacques | 3,783,904 | 1,032,802 | 1,654,766 | |||||||||
| Robert Weigle | 3,525,337 | 1,291,369 | 1,654,766 | |||||||||
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. Because 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. | Ratification of the Audit Committee's appointment of Haskell & Whitee LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 (the "Auditor Appointment Proposal"). |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,795,018 | 149,616 | 526,838 | 0 |
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 of the Auditor Appointment Proposal. The proposal was approved.