KESTRA MEDICAL TECHNOLOGIES, LTD.
For the period ended Sep 9, 2026. Filed Jul 28, 2026.
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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.
Sep 9, 2026 · Filed Jul 28, 2026
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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 under §240.14a-12 |
KESTRA MEDICAL TECHNOLOGIES, LTD.
(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 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 2026 Annual General Meeting of Shareholders (the “Annual Meeting”), which will be held on Wednesday, September 9, 2026, at 9:00 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/KMTS2026. 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:
to elect three nominees identified in the accompanying Proxy Statement to serve as Class II directors until the Company’s 2029 annual meeting of shareholders and until their successors are duly elected and qualified;
to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027; and
to transact other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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, 2026 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,
| /s/ Brian Webster | /s/ Jeffrey Schwartz |
|---|---|
| Brian Webster | Jeffrey Schwartz |
| President, Chief Executive Officer and Director | Chairman of the Board of Directors |
NOTICE OF THE 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Meeting Date, Time, and Place
The 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) of Kestra Medical Technologies, Ltd. (the “Company” or “Kestra”) will be held on September 9, 2026, at 9:00 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/KMTS2026. You can attend the Annual Meeting, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/KMTS2026. 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 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:
to elect three nominees identified in the accompanying proxy statement (the “Proxy Statement”) to serve as Class II directors until the Company’s 2029 annual meeting of shareholders and until their successors are duly elected and qualified;
to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027; and
to transact other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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, 2026 (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, 2026 (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 17, 2026 are entitled to notice of and to vote at the Annual Meeting.
Board Recommendations
The Board of Directors recommends that you vote:
FOR the election of the director nominees named in Proposal No. 1; and
FOR the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, as described in Proposal No. 2.
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, 2026 (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 28, 2026
Kirkland, Washington
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 9, 2026. 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 28, 2026.
The appointment of a proxy must be received not later than September 8, 2026 at 11:59 p.m. Eastern Time, or such other deadline determined for any adjourned meeting.
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS SEPTEMBER 9, 2026 | 2 |
| COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 3 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 8 |
| CORPORATE GOVERNANCE | 12 |
| TRANSACTIONS WITH RELATED PARTIES | 16 |
| DIRECTOR COMPENSATION | 18 |
| PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 20 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 21 |
| EXECUTIVE OFFICERS | 22 |
| EXECUTIVE COMPENSATION | 23 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
| DELINQUENT SECTION 16(A) REPORTS | 33 |
| ADDITIONAL INFORMATION | 33 |
CAUTIONARY STATEMENTS
This proxy statement contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements; and other statements that are not historical fact, and actual results could differ materially. Risks that could cause actual results to differ are set forth in the “Risk Factors” section of, and elsewhere in, our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, and our other filings with the Securities and Exchange Commission (the "SEC"). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on management estimates, projections, and assumptions, and we undertake no obligation to update any such statements.
Certain documents and information referenced in this proxy statement are available on our website. However, we are not including the information contained on our website, or any information that may be accessed by links on our website, as part of, or incorporating it by reference into, this Proxy Statement.
Unless otherwise expressly stated or context requires otherwise, information in this Proxy Statement is as of July 28, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.