On September 19, 2023, in connection with the adoption of Rule 14a-19 by the U.S. Securities and Exchange Commission (the "Universal Proxy Rules"), the Board of Directors (the “Board”) of SI-BONE, Inc. (the “Company”) adopted and approved the Company’s Second Amended and Restated Bylaws (as so amended, the “Amended Bylaws”), which became effective upon approval. Among other things, the Amended Bylaws:
•enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of stockholder proposals at stockholder meetings by, among other things:
◦requiring additional disclosures and notice to the Company from nominating or proposing stockholders, proposed director nominees and other persons associated with nominating or proposing stockholders;
◦addressing other matters required by the Universal Proxy Rules including the use of universal proxy cards and solicitations by stockholders and requiring a nominating stockholder to provide advance notice and reasonable evidence that the stockholder has complied with the requirements of the Universal Proxy Rules;
◦providing that no person may solicit proxies in support of a nominee other than the Board’s nominees unless such person has complied with the Amended Bylaws and the Universal Proxy Rules, including applicable notice and solicitation requirements, and reserving the use of a white proxy card for exclusive use by the Board; and
•make certain additional technical, conforming, modernizing and clarifying changes.
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