Shoulder Innovations (SI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 26, 2026, with shareholders able to vote electronically or by phone using a control number.

• Shareholders are asked to vote on the election of two Class I directors and the ratification of Deloitte & Touche LLP as the independent auditor for 2026.

• The company is classified as an emerging growth company and follows reduced public company reporting requirements.

• Forward-looking statements are included, subject to risks detailed in the annual report and SEC filings.

Voting matters and shareholder proposals

• Proposal 1: Election of Robert Ball and Andrew Hykes as Class I directors for a three-year term.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

• Board recommends voting FOR both proposals.

• Shareholders may submit proposals for the 2027 meeting between December 30, 2026, and March 28, 2027, depending on meeting date.

Board of directors and corporate governance

• Board consists of seven members post-meeting, with a staggered three-class structure.

• Majority of directors are independent per NYSE rules; CEO and COO are not independent.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Lead Independent Director role established to enhance board accountability.

• Corporate Governance Guidelines and Code of Ethics are in place and overseen by the Audit Committee.