TELA Bio Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 28, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of TELA Bio, Inc. (the “Company”), the Company’s stockholders approved the amendment (the “Plan Amendment”) to the Company’s Amended and Restated 2019 Equity Incentive Plan (the “A&R 2019 Plan”) to, among other things, increase the authorized shares issuable under the A&R 2019 Plan by 3,500,000 shares and eliminate the “evergreen” provision. The Plan Amendment previously had been approved, subject to stockholder approval, by the Board of Directors of the Company (the “Board”). The Plan Amendment became effective immediately upon stockholder approval at the Annual Meeting.
A description of the material terms of the Plan Amendment is contained in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 17, 2025 (the “Proxy Statement”). The foregoing description of the Plan Amendment and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan Amendment, which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 28, 2025, the Company held its Annual Meeting. As of April 8, 2025, the record date for the Annual Meeting, there were 39,554,771 outstanding shares of the Company’s common stock, par value $0.001 per share. The Annual Meeting was conducted virtually, and the following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Company’s Proxy Statement.
(a) Proposal 1 - Election of Class III Directors. Each of Jeffrey Blizard, Vince Burgess and Federica O’Brien were elected to the Board to serve as Class III directors until the 2028 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal, as follows:
| Name | For | Withheld | Broker Non-Votes | |||||||||
| Jeffrey Blizard | 22,577,899 | 6,713,063 | 4,622,786 | |||||||||
| Vince Burgess | 9,750,796 | 19,540,166 | 4,622,786 | |||||||||
| Federica O’Brien | 14,780,934 | 14,510,028 | 4,622,786 | |||||||||
(b) Proposal 2 - Ratification of Independent Registered Public Accountant. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year was ratified, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 31,844,686 | 13,613 | 2,055,449 | - | |||||||||||
(c) Proposal 3 - Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 23,027,238 | 6,261,710 | 2,014 | 4,622,786 | |||||||||||
(d) Proposal 4 - Approval, on a non-binding advisory basis, of the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers. The stockholders approved, on a non-binding advisory basis, the preferred frequency of future advisory votes on compensation of the Company’s named executive officers, as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 26,943,850 | 13,012 | 31,260 | 2,302,840 | 4,622,786 | ||||||||||||||
In light of the voting results, and consistent with the recommendation of the Board, the Company will include a non-binding advisory vote on executive compensation in its proxy materials every year until the next required vote on the frequency of stockholder advisory votes on executive compensation.
(e) Proposal 5 - Approval of an amendment to the TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan to, among other things, increase the authorized shares issuable under the 2019 Plan by 3,500,000 shares and eliminate the “evergreen” provision. The Amendment No. 1 to the Company’s Amended and Restated 2019 Equity Incentive Plan was approved, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 20,026,777 | 9,250,635 | 13,550 | 4,622,786 | |||||||||||
(f) Proposal 6 - Approval of an amendment to the Fourth Amended and Restated Certificate of Incorporation. The amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain of the Company’s officers as permitted by Delaware law was approved, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 23,844,107 | 5,411,255 | 35,600 | 4,622,786 | |||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TELA BIO, INC. | ||
| By: | /s/ Antony Koblish | |
| Name: | Antony Koblish | |
| Title: | President, Chief Executive Officer and Director | |
Date: May 30, 2025