Tenon Medical (TNON) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 23, 2025, with voting available online, by phone, or by mail.

• Stockholders will vote on five key proposals, including director elections, warrant exercisability, equity plan amendments, auditor ratification, and potential adjournment.

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

Voting matters and shareholder proposals

• Proposals include electing seven directors, approving new warrant exercisability, amending the 2022 Equity Incentive Plan, ratifying the auditor, and authorizing adjournment if needed.

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

• No other business is expected at the meeting, and no timely stockholder nominations were received.

Board of directors and corporate governance

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

• Directors are elected annually, and the Board met five times in 2024, with high attendance.

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

• The company maintains a Code of Conduct and makes governance documents available online.