Tenon Medical (TNON) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on July 23, 2026, with voting available online, by phone, or by mail for shareholders of record as of June 8, 2026.

• Key proposals include director elections, auditor ratification, a reverse stock split, approval of debt and future financings, and potential adjournment to solicit more votes.

• The Board recommends voting in favor of all proposals, citing alignment with shareholder interests and compliance with Nasdaq requirements.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying the auditor, approving a reverse stock split, authorizing share issuance for debt and future financings, and adjourning the meeting if needed.

• The reverse stock split proposal allows a ratio between 1:2 and 1:35, at the Board's discretion, to help maintain Nasdaq listing.

• Approval is sought for share issuances that may exceed 20% of outstanding shares, in compliance with Nasdaq Rule 5635(d).

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

Board of directors and corporate governance

• Seven directors are nominated, with four deemed independent under Nasdaq rules.

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

• The Nominating and Corporate Governance Committee considers diversity and experience but has no specific diversity policy.

• Shareholders can nominate directors by following advance notice procedures.

• The Code of Conduct applies to all directors, officers, and employees.