TELA Bio Appoints New CFO, Elects Directors

TL;DR

TELA Bio just hired a new CFO and added two directors to the board.

AI Summary

On June 4, 2024, TELA Bio, Inc. filed an 8-K report detailing several key events. The company announced the election of two new directors, Dr. David J. McVay and Ms. Jennifer L. Chagnon, to its Board of Directors. Additionally, the filing disclosed the appointment of Mr. Adam S. Cutler as the new Chief Financial Officer, effective June 3, 2024. The report also included information regarding compensatory arrangements for certain officers.

Why It Matters

The appointment of a new CFO and the addition of new directors can signal strategic shifts or a strengthening of the company's leadership team, potentially impacting future financial performance and governance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance changes and executive appointments, with no immediate financial distress or significant operational risks indicated.

Key Players & Entities

• TELA Bio, Inc. (company) — Registrant
• Dr. David J. McVay (person) — Newly elected director
• Ms. Jennifer L. Chagnon (person) — Newly elected director
• Mr. Adam S. Cutler (person) — Newly appointed Chief Financial Officer
• June 4, 2024 (date) — Date of earliest event reported
• June 3, 2024 (date) — Effective date for CFO appointment

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TELA Nasdaq Global Market
• $45,000 — will receive an annual base retainer of $45,000 and $5,000 for his service on the Board
• $5,000 — an annual base retainer of $45,000 and $5,000 for his service on the Board and the No

Filing Documents

• tm2416416d1_8k.htm (8-K) — 41KB
• tm2416416d1_ex99-1.htm (EX-99.1) — 8KB
• tm2416416d1_ex99-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-24-069099.txt ( ) — 237KB
• tela-20240604.xsd (EX-101.SCH) — 3KB
• tela-20240604_lab.xml (EX-101.LAB) — 33KB
• tela-20240604_pre.xml (EX-101.PRE) — 22KB
• tm2416416d1_8k_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 4, 2024, TELA Bio, Inc. (the " Company ") appointed Jeffrey Blizard as a member of the Company's Board of Directors (the " Board "). Following the conclusion of the Company's 2024 Annual Meeting of Stockholders on June 4, 2024 (the " Annual Meeting "), and upon recommendation from the Nominating and Corporate Governance Committee of the Board (the " Nominating Committee "), the Board increased the size of the Board to seven members and appointed Mr. Blizard to serve as a Class III director, with a term expiring at the Company's 2025 Annual Meeting of Stockholders. Mr. Blizard will serve on the Company's Nominating Committee. The Board has determined that Mr. Blizard is an independent director under the applicable Nasdaq listing rules. There are no arrangements or understandings between Mr. Blizard and any other person pursuant to which he was selected as a director. There are no related party transactions between the Company and Mr. Blizard (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Blizard does not have any family relationships with any of the Company's directors or executive officers. On June 4, 2024, the Board granted an initial equity award to Mr. Blizard consisting of (i) an option to purchase 9,300 shares of the Company's common stock, par value $0.001 per share (" Common Stock "), vesting in 36 equal monthly installments; and (ii) a restricted stock unit award with respect to 6,375 shares of Common Stock vesting in three equal annual installments, in each case subject to Mr. Blizard's continuous service with the Company. The initial equity award was granted to Mr. Blizard in connection with his appointment to the Board in accordance with the Company's non-employee director compensation policy, with each award being made under the Com

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 4, 2024, the Company held the Annual Meeting. As of April 8, 2024, the record date for the Annual Meeting, there were 24,653,939 outstanding shares of the Company's Common Stock. The Annual Meeting was conducted virtually, and the following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Company's definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 18, 2024. (a) Proposal 1 — Election of Class II Directors . Each of Kurt Azarbarzin and Antony Koblish were elected to the Board to serve as Class II directors until the 2027 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal, as follows: Name For Withheld Broker Non-Votes Kurt Azarbarzin 17,037,112 1,878,721 2,008,532 Antony Koblish 18,742,180 173,653 2,008,532 (b) Proposal 2 — Ratification of Independent Registered Public Accountant . The appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2024 fiscal year was ratified, as follows: Votes For Votes Against Abstentions Broker Non-Votes 20,919,335 4,634 396 –

01

Item 8.01 Other Event s. On June 4, 2024, the Company issued a press release announcing the appointment of Mr. Blizard to the Board. A copy of this press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Document 99.1 Press Release of TELA Bio, Inc., dated June 4, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TELA BIO, INC. By: /s/ Antony Koblish Name: Antony Koblish Title: President, Chief Executive Officer and Director Date: June 6, 2024

View Full Filing

View this 8-K filing on SEC EDGAR