TELA Bio, Inc. 8-K

What Happened

• TELA Bio, Inc. (TELA) filed an 8-K on June 11, 2026 reporting results of its June 9, 2026 virtual Annual Meeting. Stockholders approved an amendment to the Amended & Restated 2019 Equity Incentive Plan to increase authorized issuable shares by 3,500,000 shares; the amendment became effective immediately upon approval.
• Three Class I directors were re-elected to the Board — Joseph Capper, Betty Jo Rocchio and William Plovanic — to serve until the 2029 Annual Meeting. The company also reported the ratification of KPMG LLP as its independent registered public accounting firm for fiscal 2026 and a non-binding advisory approval of executive compensation.

Key Details

• Record date and shares outstanding: 44,765,928 common shares as of April 24, 2026.
• Equity plan amendment: increase of 3,500,000 authorized shares (Amendment No. 2 filed as Exhibit 10.1).
• Director election vote totals:
  • Joseph Capper: 27,244,482 For / 567,207 Withheld / 5,650,509 Broker Non‑Votes
  • Betty Jo Rocchio: 27,595,955 For / 215,734 Withheld / 5,650,509 Broker Non‑Votes
  • William Plovanic: 27,497,453 For / 314,236 Withheld / 5,650,509 Broker Non‑Votes
• Auditor ratification: KPMG LLP ratified — 33,443,686 For / 17,890 Against / 622 Abstentions.
• Say-on-pay (advisory): Approved — 20,891,695 For / 6,900,032 Against / 19,962 Abstentions / 5,650,509 Broker Non‑Votes.
• Vote on equity plan amendment: Approved — 27,256,266 For / 538,830 Against / 16,593 Abstentions / 5,650,509 Broker Non‑Votes.

Why It Matters

• The 3.5 million share increase adds more shares available for grants under TELA’s equity incentive plan, which can be used for stock-based compensation to employees, directors and consultants. That can affect future dilution — the impact depends on the timing and size of future grants.
• Re-election of the three Class I directors maintains board continuity; ratifying KPMG as auditor and the advisory approval of executive pay are governance items investors track for oversight and transparency.
• These are governance and capital‑structure actions rather than financial results; investors should watch future disclosures for actual grant activity and any effect on outstanding share count or EPS.