TELA Bio (TELA) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for October 8, 2026, to be held virtually, allowing global participation and reducing environmental impact.

• The meeting will address two key proposals: a reverse stock split and potential adjournment if insufficient votes are received.

• Proxy materials were distributed to all stockholders, with multiple voting methods available, including online, phone, mail, and at the meeting.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a reverse stock split, combining outstanding shares at a ratio between 1-for-5 and 1-for-15, with the exact ratio set by the board.

• Proposal 2 allows adjournment of the meeting if there are insufficient votes to approve Proposal 1, enabling further proxy solicitation.

• Both proposals are considered discretionary items under NYSE rules, allowing brokers to vote without specific instructions.

• Abstentions and broker non-votes will count as votes against both proposals.

• The board unanimously recommends voting in favor of both proposals.

Board of directors and corporate governance

• The board retains sole discretion to implement or abandon the reverse stock split at any time within one year of approval.

• No directors or executive officers have a substantial interest in the proposals beyond their share ownership.

• Recent executive changes include the resignation of the CEO and CFO in August 2026.