TREACE MEDICAL CONCEPTS, INC.

DEF 14A 1 tmci_def_14a_2024_for_fi.htm DEF 14A

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 (Amendment No. )

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

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Treace Medical Concepts, 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):

☒ 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.

Dear Fellow Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Treace Medical Concepts, Inc., a Delaware corporation ("TMCI" or the "Company"), to be held virtually on Tuesday, May 21, 2024, at 11:00 a.m., Eastern Time. This year’s annual meeting will be a virtual meeting via live webcast on the internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/TMCI2024.

We are furnishing proxy materials to our stockholders over the internet. You may read, print and download our 2023 annual report to stockholders on Form 10-K and our proxy statement athttp://materials.proxyvote.com/89455T. On or about April 2, 2024, we will begin mailing our stockholders a notice containing instructions on how to access these materials and how to vote their shares. The notice provides instructions on how you can request a paper copy of these materials by mail, by telephone or by email. If you requested your materials via email, the email contains voting instructions and links to the materials on the internet.

You may vote your shares before the annual meeting by regular mail, telephone or online, or you may vote online during the annual meeting.

The annual meeting is being held so that stockholders may vote on the following matters:

The election of three Class III directors to serve for a three-year term of office expiring at the 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified;

An advisory vote on the compensation of our named executive officers;

An advisory vote on the frequency of future advisory votes on the compensation of our named executive officers;

The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

The transaction of such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

On behalf of the board of directors, the officers and employees of TMCI, I would like to take this opportunity to thank our stockholders for their continued support of TMCI. We look forward to seeing you at the annual meeting.

Sincerely,

John T. TreaceChief Executive Officer, Director and Founder

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY given that the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Treace Medical Concepts, Inc., a Delaware corporation (the "Company"), will be held by means of a virtual webcast at 11:00 a.m., Eastern Time, on Tuesday, May 21, 2024 for the following purposes:

To elect three Class III directors to serve for a three-year term of office expiring at the 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified;

To approve, on an advisory, non-binding basis, the compensation of our named executive officers;

To approve, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of our named executive officers;

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

These proposals are more fully described in the proxy statement following this Notice.

The board of directors of the Company recommends that you vote "FOR" the election of all three nominees to serve as Class III directors of the Company, "FOR" the advisory approval of the compensation of our named executive officers, "FOR" the every year ("1 Year" on the proxy card) choice as to the frequency of future advisory votes on the compensation of our named executive officers, and "FOR" the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024.

The board of directors has fixed the close of business on March 25, 2024, as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record at the close of business on that date will be entitled to vote at the Annual Meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE "QUESTIONS AND ANSWERS" SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

By Order of the Board of Directors,

Scot M. ElderChief Legal and Compliance Officer, Corporate Secretary

YOUR VOTE IS IMPORTANT

Please vote via the internet or telephone.

Internet: www.proxyvote.com

Phone: 1-800-690-6903

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 21, 2024 at 11:00 am ET via live webcast at www.virtualshareholdermeeting.com/TMCI2024. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at http://materials.proxyvote.com/89455T.

TABLE OF CONTENTS

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 21, 2024