Xtant Medical (XTNT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 7, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials and 2025 Annual Report are available online and by request; record date for voting is June 9, 2026.

• Board recommends voting FOR all proposals, including the six director nominees, auditor ratification, and say-on-pay.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the next annual meeting.

• Proposal to ratify Grant Thornton LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) is included; next say-on-pay vote expected at 2027 meeting.

• Shareholder proposals for the 2027 meeting must be submitted by February 23, 2027, with specific advance notice requirements.

Board of directors and corporate governance

• Board consists of six members, with a mix of industry, financial, and governance expertise.

• Five directors are independent under NYSE American standards.

• Board leadership structure separates Chairman and CEO roles; Chairman has certain historical nomination rights.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.