sibn-20230609

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM 8-K

____________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 9, 2023

____________________________________________________________________________

SI-BONE, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________________________

Delaware

001-38701

26-2216351

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

471 El Camino Real

Suite 101

Santa Clara, CA 95050

(Address of principal executive offices) (Zip Code)

(408) 207-0700

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	SIBN	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 9, 2023, SI-BONE, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 30,375,261 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, which represented approximately 86% of the Company’s 35,138,820 shares of common stock that were outstanding and entitled to vote at the meeting as of the record date of April 14, 2023.

The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast: (a) for or withheld with respect to the election of directors; (b) for or against, as well as abstentions, for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and (c) for or against, as well as abstentions, for the advisory vote to approve executive compensation. Broker non-votes are also reported. A more complete description of each matter is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2023 (the "Proxy Statement").

Proposal 1: Each of the three directors proposed by the Company for election was elected by the following votes to serve until SI-BONE’s 2026 Annual Meeting of Stockholders, or until his respective successor has been elected and qualified. The tabulation of votes on this matter was as follows:


	For	Withheld	Broker Non-Votes
Jeffrey W. Dunn	23,169,519	6,012,516	1,193,226
John G. Freund	23,377,779	5,804,256	1,193,226
Gregory K. Hinckley	23,684,472	5,497,563	1,193,226

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was ratified. The tabulation of votes on this matter was as follows:


For	Against	Abstain	Broker Non-Votes
30,212,416	113,968	48,877	0

Proposal 3: The compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved on an advisory basis. The tabulation of votes on this matter was as follows:


For	Against	Abstain	Broker Non-Votes
26,917,863	2,195,689	68,483	1,193,226

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.




		SI-BONE, INC.

Date:	June 12, 2023	By:	/s/ Anshul Maheshwari
			Anshul Maheshwari
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

SI-BONE Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders