---
schema_version: "secwatch.filing_event.v1"
accession: "0001397702-23-000046"
form_type: "8-K"
ticker: null
cik: "0001397702"
company_name: "Silk Road Medical Inc"
filed_at: "2023-06-23T23:59:59+00:00"
generated_at: "2026-06-13T17:48:42.476383+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Silk Road Medical shareholders reject advisory say-on-pay; elect directors, approve officer liability limit

## Summary
- Say-on-pay failed: 13.9M votes for, 20.2M against (57% against).
- All five director nominees elected: Anderson, Lasersohn, Rogers, Weatherman, Zurbay.
- Charter amendment to limit officer liability approved: 29.7M for, 3.6M against.
- Ratification of PwC as auditor approved: 35.2M for, 0.2M against.

## SEC filing metadata
- accession: 0001397702-23-000046
- form_type: 8-K
- cik: 0001397702
- company_name: Silk Road Medical Inc
- filed_at: 2023-06-23T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1397702/000139770223000046/0001397702-23-000046-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1397702/000139770223000046/silk-20230621x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001397702-23-000046
- JSON: https://secwatch.observer/filing/0001397702-23-000046.json
- Plain text: https://secwatch.observer/filing/0001397702-23-000046.txt

## Key facts
- Governance Changes
  Silk Road Medical Inc: Amended certificate of incorporation to eliminate or limit personal liability of certain officers (effective 2023-06-21).
  - Change: charter amendment
  - Effective: 2023-06-21
  source text: the Company’s stockholders adopted and approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to eliminate or limit the personal liability of certain officers of the Company to the extent permitted by recent amendments to Delaware law (the “Charter Amendment”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1397702/000139770223000046/0001397702-23-000046-index.htm
- Shareholder Votes
  Silk Road Medical Inc shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-21 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, was approved by the Company’s stockholders by the following final voting results:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1397702/000139770223000046/0001397702-23-000046-index.htm
- Shareholder Votes
  Silk Road Medical Inc shareholders approved Election of Directors at the 2023-06-21 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: Proposal No. 1 - Election of Directors . The three Class I and two Class III director nominees proposed by the Board of Directors of the Company were elected to serve as members of the Board of Directors until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified by the following final voting results:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1397702/000139770223000046/0001397702-23-000046-index.htm
- Shareholder Votes
  Silk Road Medical Inc shareholders rejected Advisory Vote to Approve Named Executive Officer Compensation at the 2023-06-21 meeting.
  - Proposal: say on pay
  - Outcome: failed
  - Meeting: 2023-06-21
  source text: Proposal No. 2 - Advisory Vote to Approve Named Executive Officer Compensation . The Company’s stockholders did not approve the advisory vote on the compensation of the Company’s executive officers named in the Company’s definitive proxy statement. The following are final voting results:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1397702/000139770223000046/0001397702-23-000046-index.htm
- Shareholder Votes
  Silk Road Medical Inc shareholders approved Approval of an Amendment to Our Certificate of Incorporation to Eliminate or Limit the Personal Liability of Officers at the 2023-06-21 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: Proposal No. 3 - Approval of an Amendment to Our Certificate of Incorporation to Eliminate or Limit the Personal Liability of Officers. The Company’s stockholders adopted and approved the Charter Amendment by the following final voting results:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1397702/000139770223000046/0001397702-23-000046-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.