TELA Bio, Inc DEFA14A, filed Apr 17, 2025
TELA Bio, Inc. (TELA)
United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| x | Filed by the Registrant | |
| ¨ | Filed by a party other than the Registrant |
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material under §240.14a-12 |
TELA BIO, INC.
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required | |
| ¨ | Fee paid previously with preliminary materials | |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| Step 1: Go to www.envisionreports.com/TELA. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. www.envisionreports.com/TELA Online Go to www.envisionreports.com/TELA or scan the QR code — login details are located in the shaded bar below. Stockholder Meeting Notice 044BRB Important Notice Regarding the Availability of Proxy Materials for the TELA Bio, Inc. Stockholder Meeting to be Held on May 28, 2025 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The 2025 proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at: Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 16, 2025 to facilitate timely delivery. 2NOT Easy Online Access — View your proxy materials and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. The Sample Company Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. |
| Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. — Internet – Go to www.envisionreports.com/TELA. Click Cast Your Vote or Request Materials. — Phone – Call us free of charge at 1-866-641-4276. — Email – Send an email to investorvote@computershare.com with “Proxy Materials TELA Bio” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by May 16, 2025. TELA Bio, Inc., Annual Meeting of Stockholders will be held virtually at https://agm.issuerdirect.com/tela on May 28, 2025 at 10:00 AM Eastern Time. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommend a vote FOR all the nominees listed, FOR Proposals 2, 3, 5, 6 and 7, and 1 YEAR on Proposal 4: 1. Election of Directors: 01 – Jeffrey Blizard 02 – Vince Burgess 03 – Federica O’Brien 2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2025. 3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. 4. To approve, on a non-binding, advisory basis, the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers. 5. To approve an amendment to the TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan to, among other things, increase the authorized shares issuable thereunder by 3,500,000 shares and eliminate the “evergreen” provision. 6. To approve an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain of our officers as permitted by Delaware law. 7. To approve an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposals 5 and 6. We encourage you to access and review all of the important information contained in the proxy materials before voting. The 2025 proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available to stockholders at www.envisionreports.com/TELA PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. Stockholder Meeting Notice |
