Monogram Technologies (MGRM) Proxy Filing summary

Executive summary

• Special meeting scheduled for September 30, 2025, to vote on a merger with Zimmer Biomet Holdings, Inc., via a virtual-only format.

• Merger terms: $4.04 per share in cash plus a non-tradeable contingent value right (CVR) per common share, with potential milestone payments up to $12.37 per CVR.

• Series D and E preferred stockholders receive $2.25 and $100 per share, respectively, plus accrued dividends for Series D.

• Board unanimously recommends approval, citing strategic, financial, and operational benefits, and has received a fairness opinion from Wells Fargo Securities.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) adoption of the merger agreement and (2) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding common shares; abstentions and non-votes count as "against."

• Certain major shareholders (24.01% of voting power) have entered into voting agreements to support the merger.

• Preferred stockholders do not have voting rights on these proposals.

Board of directors and corporate governance

• Board conducted a thorough review of strategic alternatives, including a market check with other potential acquirers.

• Board considered financial, strategic, and execution risks, and determined the Zimmer Biomet offer was superior.

• Directors and officers collectively own 19.29% of common stock.