TNON 8-K
Tenon Medical, Inc. (TNON)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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 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.
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| 3. | Approval of the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio within the range from one-for-two (1:2) to one-for-thirty-five (1:35), with the final ratio to be determined by the Board of Directors of the Company in its sole discretion (the “Reverse Stock Split Proposal”). |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,583,877 | 1,723,195 | 164,400 | 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 Reverse Stock Split Proposal. The proposal was approved.
| 4. | Approval, for purposes of complying with Nasdaq Listing Rule 5636(d), of the issuance of shares of common stock underlying convertible promissory notes issued by the Company in the debt financing consummated on March 11, 2026, which issuance may exceed 19.99% of the Company’s outstanding shares of common stock as of March 11, 2026 (the “Debt Financing Proposal”). |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,742,855 | 1,005,184 | 68,667 | 1,654,766 |
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 Debt Financing Proposal. The proposal was approved.
| 5. | Approval, for purposes of Nasdaq Listing Rule 5635(d), of any 20% Issuance (as defined in the proxy statement) made by the Company that is priced less than the Minimum Price (as defined in the proxy statement) and is within the Nasdaq Parameters described in the Company’s proxy statement for the Annual Meeting (the “Future Financings Proposal”). |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,653,331 | 1,080,498 | 82,877 | 1,654,766 |
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 Future Financing Proposal. The proposal was approved.
| 6. | Approval of the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve one or more of the other proposals (the “Adjournment Proposal”). |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,930,518 | 1,333,040 | 207,914 | 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 Adjournment Proposal. 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: July 24, 2026 | Tenon Medical, Inc. | |
| By: | /s/ Steven M. Foster | |
| Name: | Steven M. Foster | |
| Title: | Chief Executive Officer and President | |
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