Anteris Technologies (AVR) Proxy filing summary

Executive summary

• Preliminary proxy sets the 2026 annual meeting for Dec. 2, 2026, in Sydney and by webcast; the record date is Oct. 29, 2026.

• Stockholders will consider 23 proposals; the Board recommends FOR each, including director elections, KPMG ratification, equity awards, RSU amendments and director retainer payments in equity.

Voting matters and shareholder proposals

• Proposals 1–2 cover election of David St Denis and Stephen Denaro as Class II directors through 2029, and ratification of KPMG for FY2026; the Board recommends FOR both.

• Proposals 3–5 seek approval for 629,921 RSUs to Wayne Paterson, 314,960 to David St Denis and 39,123 to Susan Knight, tied to 2025 service or her Board appointment.

• Proposals 6–15 seek FY2026 and appointment-related options for non-employee and executive directors, including 1.2M options for Paterson, 414,000 for St Denis and $220,000 additional awards each for Roberts, Moss and Knight.

• Proposal 16 would let holders of certain outstanding RSUs elect cash settlement; Proposals 17–18 seek 800,000 PSUs for Paterson and 485,000 for St Denis, tied to five-year stock-price hurdles.

• Proposals 19–23 authorize up to $540,000 in stock for Seaberg and up to $330,000 each for Denaro, Moss, Knight and Roberts instead of cash retainers, if each director elects equity.

Board of directors and corporate governance

• Seven directors serve on a classified Board with three-year staggered terms; Seaberg chairs the Board, separate from the CEO role. Four directors—Seaberg, Moss, Roberts and Knight—are deemed independent under Nasdaq rules.

• The Audit and Risk, Compensation, and Nominating and Corporate Governance committees each have four independent members; Knight, Moss and Roberts chair them, respectively.

• St Denis is non-independent as President, Paterson as CEO, and Denaro due to an ongoing consultancy arrangement with Australian subsidiaries; Board recommends both director nominees.

• In FY2025, the Board held 8 meetings, Audit and Risk 4, Compensation 5 and Nominating and Corporate Governance none; serving directors attended 100% of meetings during their tenure.