Tenon Medical (TNON) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on July 23, 2024, with voting on key proposals including director elections, preferred stock terms, equity plan amendments, auditor ratification, and potential adjournment.

• Proxy materials are primarily distributed online to expedite delivery, reduce costs, and conserve resources.

• Only stockholders of record as of June 3, 2024, are eligible to vote at the meeting.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the 2025 Annual Meeting.

• Approval is sought for the terms of Series B Preferred Stock, related warrants, and amendments to Series A Preferred Stock to comply with Nasdaq rules.

• Proposal to amend the 2022 Equity Incentive Plan to increase available shares by 1,100,000 and allow awards to individuals and legal entities.

• Ratification of Haskell & White LLP as the independent auditor for fiscal year 2024.

• Approval to adjourn the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• The board consists of seven members, with four deemed independent under Nasdaq rules.

• Directors are elected annually, and the board met five times in 2023, with high attendance.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with defined charters and responsibilities.

• The company maintains a code of conduct and emphasizes ethical standards and compliance.