Anteris Technologies (AVR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for December 3, 2025, both in-person in Brisbane, Australia, and via live webcast, with voting and Q&A available to stockholders and limited participation for CDI holders.

• Stockholders will vote on 13 proposals, including director elections, auditor ratification, equity grants, and amendments to stock option terms.

• The board recommends voting in favor of all proposals, with detailed instructions for proxy and advance voting provided.

• Forward-looking statements highlight risks and uncertainties, referencing the company's 2024 Annual Report for further risk factors.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, ratifying KPMG as auditor, approving grants of RSUs to executives and directors, and amending stock option terms.

• Board recommends voting “FOR” all proposals, including equity grants tied to the IPO and annual compensation.

• Voting exclusions apply to certain proposals for participants in the equity plan and their associates.

• Shareholder proposals for the 2026 meeting must be submitted by July 13, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of six members, with three standing committees: Audit and Risk, Compensation, and Nominating and Corporate Governance.

• Three directors are independent under NASDAQ rules; committee charters and governance guidelines are available online.

• The board separates the roles of Chairman and CEO, emphasizing independent oversight and strong governance practices.

• Directors bring expertise in finance, healthcare, legal, and international business.