Xtant Medical (XTNT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 23, 2024, to elect six directors, ratify the appointment of Grant Thornton LLP as auditor, and hold an advisory vote on executive compensation.

• Stockholders of record as of May 28, 2024, are eligible to vote; 130,268,590 shares outstanding on the record date.

• Proxy materials include information on governance, compensation, director nominees, and related party transactions.

Voting matters and shareholder proposals

• Proposals include election of six directors, ratification of Grant Thornton LLP as auditor, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Plurality voting for directors; majority required for auditor ratification and say-on-pay.

• Stockholder proposals for the 2025 meeting must be received by February 10, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board fixed at six members; all nominees are current directors.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance.

• Majority of directors are independent; controlled company status due to OrbiMed Advisors LLC ownership (>50%).

• Board met 17 times in 2023; all directors attended at least 88.9% of meetings.

• Board diversity includes gender, racial/ethnic, age, and tenure representation.