Tenon Medical (TNON) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 23, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on six key proposals, including director elections, auditor ratification, a reverse stock split, debt financing, future financings, and potential adjournment.

• The Board recommends voting in favor of all proposals and emphasizes the importance of stockholder participation.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the 2027 annual meeting.

• Proposals include ratifying Haskell & White LLP as auditor, approving a reverse stock split (1:2 to 1:35), authorizing share issuance for convertible notes, approving future financings under Nasdaq rules, and allowing adjournment if needed.

• The Board unanimously recommends a "FOR" vote on all proposals.

Board of directors and corporate governance

• The Board consists of seven members, four of whom are independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• Directors are selected based on diverse experience, integrity, and leadership, with a formal process for stockholder nominations.

• The Board met four times in 2025, with high attendance and active committee engagement.