Globus Medical (GMED) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, with voting on director elections, an equity plan amendment, auditor ratification, and a say-on-pay advisory vote.

• Only stockholders of record as of April 13, 2026, are eligible to vote, with Class A shares having one vote and Class B shares ten votes each.

• Proxy materials are distributed electronically, with options to vote online, by phone, mail, or in person.

• Forward-looking statements are included, subject to risks and uncertainties as detailed in the company’s filings.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until the 2029 annual meeting.

• Approval sought for an amendment to the 2021 Equity Incentive Plan to add 1,000,000 shares.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

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

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined.

Board of directors and corporate governance

• The board consists of 10 members (one vacancy), divided into three classes, with a mix of independent and non-independent directors.

• The company qualifies as a “controlled company” under NYSE rules, relying on certain governance exemptions.

• Board leadership is separated between the Executive Chairman and CEO, with a Lead Independent Director role.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities.

• Annual board and committee self-evaluations are conducted.