Tenon Medical (TNON) Proxy filing summary

Voting matters and shareholder proposals

• Majority of voting power present or represented by proxy is required to approve the Auditor Appointment, Debt Financing, Future Financings, and Reverse Stock Split Proposals; abstentions count as votes against these proposals.

• Majority of votes cast is required for the Adjournment Proposal; abstentions have no effect on this proposal.

• Brokerage firms have discretionary authority to vote unvoted shares on the Auditor Appointment and Reverse Stock Split Proposals, but not on other proposals.

• Broker non-votes have no effect on non-routine proposals.

Audit committee and external auditor matters

• Stockholder ratification is not required for the appointment of the independent registered public accounting firm, but if not ratified, the audit committee will reconsider the appointment.

• Haskell and White LLP is proposed as the independent registered public accounting firm for the fiscal year ending December 31, 2026.