KESTRA MEDICAL TECHNOLOGIES, LTD.

DEF 14A 1 d78457ddef14a.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:

(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):

Dear Shareholders,

On behalf of the board of directors (the “Board of Directors”) of Kestra Medical Technologies, Ltd. (the “Company” or “Kestra”), we are pleased to invite you to attend the Company’s 2025 Annual General Meeting of Shareholders (the “Annual Meeting”), which will be held on Wednesday, September 3, 2025, at 11:30 a.m. Eastern Time. The Annual Meeting will be conducted virtually via live webcast. You will be able to attend the Annual Meeting, vote and submit questions virtually via live webcast by visiting www.virtualshareholdermeeting.com/KMTS2025. To be admitted to the Annual Meeting webcast, you must enter the 16-digit control number included on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) you received.

The accompanying proxy statement (the “Proxy Statement”) contains details of the business to be conducted at the Annual Meeting, which are:

Additionally, shareholders at the Annual Meeting will receive the Company’s audited financial statements (together with the auditor report of the Company’s independent registered public accounting firm) for the fiscal year ended April 30, 2025 pursuant to the Bermuda Companies Act 1981, as amended, and the Company’s Bye-laws.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone, or by mail. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend. If you decide to attend the Annual Meeting online, you will be able to vote electronically or via phone using the 16-digit control number, even if you have previously submitted your proxy.

On behalf of the Board of Directors, we would like to express our appreciation for your interest and support in Kestra.

Sincerely,

NOTICE OF THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Meeting Date, Time, and Place

The 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) of Kestra Medical Technologies, Ltd. (the “Company” or “Kestra”) will be held on September 3, 2025, at 11:30 a.m. Eastern Time.

The Annual Meeting will be virtual-only. You will be able to attend the Annual Meeting, vote and submit questions virtually via live webcast by visiting www.virtualshareholdermeeting.com/KMTS2025. You can attend the Annual Meeting, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/KMTS2025. To be admitted to the Annual Meeting webcast, you must enter the 16-digit control number included on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) you received. The webcast is designed to provide shareholders the opportunity to participate virtually to facilitate shareholder attendance and to provide a consistent experience to all shareholders, regardless of location. For further information on Annual Meeting logistics, see the section titled “Commonly Asked Questions and Answers About the Annual Meeting.”

Agenda

The Annual Meeting will be held for the following purposes:

Additional Items

Additionally, in accordance with the Bermuda Companies Act 1981, as amended, and Bye-law 176 of the Company’s Bye-laws, the Company’s audited financial statements for the year ended April 30, 2025 (together with the auditor report of the Company’s independent registered accounting firm), contained within the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025 (the “Annual Report”), will be presented at the Annual Meeting. The Board of Directors has approved these statements. There is no requirement under Bermuda law that these statements be approved by shareholders and no such approval will be sought at the Annual Meeting.

Record Date

Shareholders of record as of the close of business on July 7, 2025 are entitled to notice of and to vote at the Annual Meeting.

Board Recommendations

The Board of Directors recommends that you vote:

Your vote is important. Whether or not you plan to attend the Annual Meeting online, we encourage you to read the accompanying Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended April 30, 2025 (the “Annual Report”), and submit your proxy as soon as possible using one of the three voting methods described in the “Commonly Asked Questions and Answers About the Annual Meeting” section in the Proxy Statement.

By Order of the Board of Directors,

/s/ Traci S. Umberger

Traci S. Umberger

General Counsel, Chief Administrative Officer and Director

July 22, 2025

Kirkland, Washington

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 3, 2025.

The Notice of Annual Meeting, the Proxy Statement and the Annual Report are available on our website at https://investors.kestramedical.com. Additionally, you may access our proxy materials at www.proxyvote.com.

The Notice of Internet Availability of proxy materials is first being delivered to the Company’s shareholders of record on or about July 22, 2025.

The appointment of a proxy must be received not later than September 2, 2025 at 11:59 Eastern Time, or such other deadline determined for any adjourned meeting.