Tenon Medical (NASDAQ:TNON) stockholders approved all six proposals presented at the company’s 2026 virtual annual meeting, including the election of seven directors, a reverse stock split authorization and financing-related share issuance proposals, according to preliminary voting results announced during the meeting.
Steve Foster, Tenon Medical’s chief executive officer and president, presided over the meeting and thanked shareholders for their “continued confidence and investment” in the company. Kevin Williamson, the company’s chief financial officer and secretary, conducted the formal business portion of the meeting and said a quorum was present.
Board nominees elected
Foster introduced the company’s board members at the start of the meeting, noting that Howard chairs the audit committee, Weigle chairs the compensation committee and the nominating and corporate governance committee, and Jacques serves on the audit and compensation committees. Jack Ankerstjerne of Haskell & White LLP, the company’s independent auditor, was also present for the meeting.
Stockholders approve auditor and reverse split proposal
Stockholders ratified the board’s selection of Haskell & White LLP as Tenon Medical’s independent registered public accounting firm for fiscal year 2026. Williamson said the audit committee engaged Haskell & White on April 26, 2026, for the fiscal year ending Dec. 31, 2026.
Shareholders also approved an amendment to the company’s second amended and restated certificate of incorporation to allow a reverse stock split of Tenon Medical’s issued and outstanding common stock. The approved ratio range is from 1-for-2 to 1-for-35, with the final ratio to be determined by the board at its discretion.
Financing-related proposals approved
Two proposals tied to Nasdaq listing rules and potential share issuances were also approved. Stockholders approved, for purposes of Nasdaq Listing Rule 5635(b), the issuance of shares of common stock underlying convertible promissory notes issued in a March 11, 2026, debt financing. Williamson said the issuance may exceed 19.99% of Tenon Medical’s outstanding common stock as of March 11, 2026.
Stockholders also approved a future financings proposal, for purposes of Nasdaq Listing Rule 5635(b), covering any “20% issuance,” as defined in the proxy statement, that is below the minimum price and within the Nasdaq parameters described in the proxy statement.
The sixth and final proposal, allowing adjournment of the annual meeting if necessary or appropriate to solicit additional proxies, was approved as well. Williamson said the proposal would have allowed the board to adjourn the meeting if there were insufficient votes to adopt any of the other proposals.
Meeting details
Williamson said Broadridge Financial Solutions confirmed that the company’s notice of meeting, 2025 annual report on Form 10-K, proxy statement and related proxy materials were mailed on or about June 23, 2026, to stockholders of record as of June 8, 2026. He said voting had been open since June 23, 2026, and Foster closed the polls at approximately 10:39 a.m. Pacific time on July 23, 2026.
Williamson said the preliminary voting results were furnished by the inspector of election and that the final report would be filed with the meeting minutes. He also said the results would be filed with the Securities and Exchange Commission on Form 8-K.
After the formal portion of the meeting was adjourned, Williamson said there were no stockholder questions. Foster then concluded the session.
About Tenon Medical (NASDAQ:TNON)
Tenon Medical, Inc is a development-stage medical device company focused on the research, development and commercialization of next-generation surgical biologic adhesives and sealants. The company’s proprietary platform is designed to create tissue-compatible adhesives that can serve as alternatives or complements to traditional sutures and staples, with the goal of improving surgical efficiency, reducing postoperative complications and enhancing patient outcomes.
Tenon Medical’s product pipeline centers on protein-based polymer formulations that cross-link in situ to form a flexible, yet durable, bond with native tissue.
