Carlsmed (CARL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, with proxy materials primarily distributed via the internet to enhance efficiency and reduce costs.

• Stockholders will vote on electing two Class I directors and ratifying the appointment of the independent auditor.

• Only stockholders of record as of April 8, 2026, are entitled to vote, with 27,232,278 shares outstanding.

• The company remains an emerging growth company, utilizing scaled disclosure and reduced reporting requirements.

Voting matters and shareholder proposals

• Two proposals are up for vote: election of two Class I directors for a three-year term and ratification of Ernst & Young LLP as independent auditor for 2026.

• Directors are elected by plurality; auditor ratification requires a majority of shares present or represented by proxy.

• Stockholder proposals for the 2027 meeting must be received by December 23, 2026, and comply with SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of seven members, five of whom are independent under Nasdaq rules.

• Directors are divided into three staggered classes; Class I nominees are Niall Casey and Philip Young.

• Board committees include audit, compensation, and nominating/governance, each fully independent and operating under written charters.

• The company has adopted a Code of Conduct, Corporate Governance Guidelines, Clawback Policy, and Insider Trading Policy.

• Lead independent director presides when the chairman is not present; annual board and committee self-assessments are conducted.