TELA Bio, Inc.

For the period ended May 28, 2025. Filed Apr 17, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 28, 2025 · Filed Apr 17, 2025

TELA$0.82+5.1%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

PROXY STATEMENT iv

	TABLE OF CONTENTS (continued)

	PROPOSAL 3: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					41
	PROPOSAL 4: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE PREFERRED FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					42
	PROPOSAL 5: APPROVAL OF AN AMENDMENT TO THE 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					43
	PROPOSAL 6: APPROVAL OF AN AMENDMENT OF OUR FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OF OUR OFFICERS AS PERMITTED BY DELAWARE LAW					51
	PROPOSAL 7: APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING TO THE EXTENT THERE ARE INSUFFICIENT VOTES AT THE ANNUAL MEETING TO APPROVE PROPOSALS 5 AND 6					53
	OTHER INFORMATION					54
	OTHER MATTERS					54
	REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING					54
	STOCKHOLDER COMMUNICATIONS TO THE BOARD					54
	AVAILABILITY OF MATERIALS					55

PROXY STATEMENT

This Proxy Statement is being furnished to stockholders of TELA in connection with the solicitation by our Board of proxies to be voted at our Annual Meeting and at any postponements or adjournments thereof. The Annual Meeting will be held on Wednesday, May 28, 2025, at 10:00 a.m., Eastern Time, via the Internet athttps://agm.issuerdirect.com/tela.

This Proxy Statement is first being furnished to our stockholders on or about April 17, 2025. The Notice of Internet Availability of Proxy Materials being mailed to the stockholders is not part of the Proxy Statement.

iv |Notice of Annual Meeting of Stockholders and 2025 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.