AVITA Medical (RCEL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with voting on 15 proposals, including director elections, auditor ratification, compensation matters, equity grants, and capital structure changes.

• Shareholders will vote on increasing the non-executive director cash fee pool, grants of restricted stock units (RSUs) and options to directors, and the issuance of warrants and additional equity securities.

• The proxy statement includes forward-looking statements regarding business strategies, financial performance, and risk factors.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors for one-year terms.

• Proposal 2: Ratification of Grant Thornton LLP as independent auditor for 2026.

• Proposal 3: Increase maximum aggregate annual cash fee pool for non-executive directors from $750,000 to $900,000.

• Proposals 4–11: Approval of RSUs and options grants to non-executive directors, including initial grants for new directors.

• Proposal 12: Advisory vote on executive compensation (say-on-pay).

• Proposal 13: Advisory vote on frequency of future say-on-pay votes.

• Proposal 14: Approval to issue warrants covering up to 650,000 shares to Perceptive Credit Holdings V, LP, as part of a new $60 million credit facility.

• Proposal 15: Approval to issue up to 10% of issued capital as equity securities under ASX Listing Rule 7.1A.

Board of directors and corporate governance

• Board consists of seven directors, with a mix of executive and independent non-executive members.

• All non-executive directors are considered independent under Nasdaq and ASX rules.

• Board committees (Audit, Human Capital and Compensation, Nominating and Corporate Governance) are fully independent and meet regularly.

• Board leadership structure includes an Executive Chairman/Interim CEO and a Lead Independent Director.

• Directors are selected based on diverse skills, experience, and integrity, with input from shareholders.