Anteris Technologies (AVR) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 2, 2026, in Sydney and by webcast; record date Oct. 29, 2026. Stockholders will consider 23 proposals.

• Board recommends FOR all proposals, spanning director elections, KPMG ratification, equity awards, amendments to existing RSUs, and director retainer payments in equity.

Voting matters and shareholder proposals

• Elect David St Denis and Stephen Denaro as Class II directors for terms through the 2029 annual meeting; both are non-independent under Nasdaq criteria.

• Ratify KPMG for FY2026; Proposal Two is the sole routine matter eligible for broker discretionary voting.

• Proposals 3–15 and 17–18 seek ASX approval for executive and director RSUs, options, and PSUs; Proposal 16 seeks cash settlement elections for certain outstanding RSUs.

• Proposals 19–23 authorize up to $540,000 for John Seaberg and $330,000 each for four other directors in shares or CDIs instead of cash retainers, if directors elect equity.

• Most proposals require an affirmative majority of shares present and entitled to vote; director elections use plurality. Abstentions count against other proposals.

Board of directors and corporate governance

• Seven-member classified Board; four directors qualify as independent under Nasdaq rules. Chair John Seaberg and CEO Wayne Paterson hold separate roles.

• Audit and Risk, Compensation, and Nominating and Corporate Governance committees each have four independent members; Susan Knight chairs Audit and Risk, Gregory Moss Compensation, and David Roberts Nominating and Corporate Governance.

• Directors are nominated against criteria including integrity, leadership, financial expertise, industry background, time commitment, and diversity of viewpoints and experience.

• In FY2025, the Board held eight meetings, Audit and Risk four, Compensation five, and Nominating and Corporate Governance none; directors serving during the period attended all relevant meetings.