TELA Bio (TELA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, to be held virtually at 10:00 AM Eastern Time.

• Proxy materials and annual report for fiscal year ended December 31, 2024, are available online for review and voting.

• Shareholders are encouraged to review all proxy materials before voting and can opt for electronic delivery to support environmental initiatives.

Voting matters and shareholder proposals

• Election of three directors: Jeffrey Blizard, Vince Burgess, and Federica O'Brien.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Advisory vote on executive compensation and preferred frequency of future say-on-pay votes.

• Amendment to the 2019 Equity Incentive Plan to increase authorized shares by 3,500,000 and remove the evergreen provision.

• Amendment to the Certificate of Incorporation to limit officer liability as permitted by Delaware law.

• Approval to adjourn the meeting if there are insufficient votes for Proposals 5 and 6.

Board of directors and corporate governance

• Board recommends voting FOR all director nominees and FOR Proposals 2, 3, 5, 6, and 7, and 1 YEAR on Proposal 4.