Xtant Medical (XTNT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 7, 2025, with six director nominees up for election and several key proposals on the agenda.

• Proposals include ratification of the external auditor, amendment to the equity incentive plan, advisory votes on executive compensation, and the frequency of future say-on-pay votes.

• Board recommends voting in favor of all proposals and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Election of six directors to serve until the next annual meeting.

• Ratification of Grant Thornton LLP as independent registered public accounting firm for 2025.

• Approval sought for an amendment to the 2023 Equity Incentive Plan to add 12,300,000 shares.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

Board of directors and corporate governance

• Board consists of six members, with recent appointments made at the request of a major shareholder, Nantahala Capital Management.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent directors.

• Corporate governance guidelines, codes of ethics, and insider trading policies are in place.

• Board met 17 times in 2024, with all directors attending at least 75% of meetings.