Tenon Medical (TNON) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on July 23, 2025, with voting on key proposals including director elections, warrant exercisability, equity plan amendments, auditor ratification, and potential adjournment.

• Proxy materials are distributed primarily online to expedite delivery, reduce costs, and conserve resources, with options for paper copies upon request.

• Only stockholders of record as of June 6, 2025, are eligible to vote, with multiple voting methods available including internet, telephone, and mail.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the 2026 Annual Meeting.

• Approval is sought for the exercisability of Series C-1 and C-2 Warrants issued in a March 2025 inducement transaction.

• Amendments to the 2022 Equity Incentive Plan are proposed to increase the share reserve and modify the evergreen provision.

• Ratification of Haskell and White, LLP as the independent auditor for fiscal year 2025 is on the agenda.

• Adjournment of the meeting may be approved if additional proxy solicitation is needed.

Board of directors and corporate governance

• The board consists of seven members, with four determined to be independent under Nasdaq rules.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, all with independent members.

• Director nominations consider diversity of experience, integrity, and leadership, though no specific diversity policy exists.

• Stockholder nominations for directors require advance written notice per company bylaws.

• The company maintains a code of business conduct and ethics applicable to all directors, officers, and employees.