Establishment Labs (ESTA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2026, to be held virtually, with shareholders of record as of April 2, 2026, eligible to vote on key proposals.

• Shareholders will vote on the election of six directors, an advisory say-on-pay vote for executive compensation, and ratification of the external auditor for 2026.

• The company reported 2025 revenue of $211.1 million (up 27.2% from 2024), a net loss of $51.1 million (improved from $84.6 million in 2024), and a year-end cash balance of $75.6 million.

• Strategic highlights include a new CEO appointment, product launches, and a $25 million term loan facility.

Voting matters and shareholder proposals

• Proposals include electing six directors, approving executive compensation on an advisory basis, and ratifying CBIZ CPAs P.C. as the independent auditor for 2026.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted between January 22 and February 21, 2027.

Board of directors and corporate governance

• The board will be reduced to six members after the meeting, with a majority classified as independent.

• Board leadership is separated between the Chairman and CEO roles.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Directors are subject to share ownership requirements and an overboarding policy.

• Annual board and committee self-evaluations are conducted.