Elutia (ELUT) Proxy filing summary

Voting matters and shareholder proposals

• Election of two Class III directors, David Colpman and Kevin Rakin, is up for shareholder vote.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026 is proposed.

• Approval sought for the First Amendment to the Amended and Restated 2020 Incentive Award Plan.

• Advisory vote on executive compensation ("say on pay") and on the frequency of future say-on-pay votes are included.

Board of directors and corporate governance

• Board recommends voting for all director nominees and for all proposals presented.

• Shareholders may withhold authority for individual nominees or vote for all.

Executive compensation and say-on-pay

• Advisory, non-binding vote on executive compensation is included.

• Shareholders to select preferred frequency (one, two, or three years) for future say-on-pay votes.