TELA Bio (NASDAQ: TELA) OKs 3.5M-share incentive plan boost

Rhea-AI Filing Summary

TELA Bio, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders approved an amendment to the Amended and Restated 2019 Equity Incentive Plan that increases the authorized shares issuable under the plan by 3,500,000 shares, expanding the pool available for employee and director equity awards.

Three Class I directors—Joseph Capper, Betty Jo Rocchio and William Plovanic—were re-elected to serve until the 2029 annual meeting. Stockholders also ratified KPMG LLP as independent auditor for the 2026 fiscal year and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. As of April 24, 2026, there were 44,765,928 shares of common stock outstanding.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 3,500,000 shares Shares outstanding: 44,765,928 shares Votes for Capper: 27,244,482 votes +5 more

8 metrics

Equity plan share increase 3,500,000 shares Additional authorized shares issuable under A&R 2019 Equity Incentive Plan

Shares outstanding 44,765,928 shares Common stock outstanding as of April 24, 2026 record date

Votes for Capper 27,244,482 votes Election of Class I director Joseph Capper

Votes for Rocchio 27,595,955 votes Election of Class I director Betty Jo Rocchio

Votes for Plovanic 27,497,453 votes Election of Class I director William Plovanic

Auditor ratification votes for 33,443,686 votes Ratification of KPMG LLP as independent auditor for 2026

Say-on-pay votes for 20,891,695 votes Advisory approval of named executive officer compensation

Plan Amendment votes for 27,256,266 votes Approval of amendment to A&R 2019 Equity Incentive Plan

Key Terms

Amended and Restated 2019 Equity Incentive Plan, broker non-votes, independent registered public accounting firm, non-binding advisory basis, +1 more

5 terms

Amended and Restated 2019 Equity Incentive Plan financial

"amendment to the TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan"

broker non-votes financial

"For 27,244,482, Withheld 567,207, Broker Non-Votes 5,650,509"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

emerging growth company regulatory

"Emerging growth company On June 9, 2026, at the 2026 Annual Meeting"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

TELA Bio, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39130		45-5320061
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1 Great Valley Parkway, Suite 24 Malvern, Pennsylvania		19355
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (484) 320-2930

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		TELA		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of TELA Bio, Inc. (the “Company”), the Company’s stockholders approved the amendment (the “Plan Amendment”) to the Company’s Amended and Restated 2019 Equity Incentive Plan, as amended (the “A&R 2019 Plan”), to, among other things, increase the authorized shares issuable under the A&R 2019 Plan by 3,500,000 shares. The Plan Amendment previously had been approved, subject to stockholder approval, by the Board of Directors of the Company (the “Board”). The Plan Amendment became effective immediately upon stockholder approval at the Annual Meeting.

A description of the material terms of the Plan Amendment is contained in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). The foregoing description of the Plan Amendment and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As of April 24, 2026, the record date for the Annual Meeting, there were 44,765,928 outstanding shares of the Company’s common stock, par value $0.001 per share. 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 Proxy Statement.

(a)            Proposal 1 - Election of Class I Directors. Each of Joseph Capper, Betty Jo Rocchio and William Plovanic were elected to the Board to serve as Class I directors until the 2029 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
Joseph Capper		27,244,482		567,207		5,650,509
Betty Jo Rocchio		27,595,955		215,734		5,650,509
William Plovanic		27,497,453		314,236		5,650,509

(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 2026 fiscal year was ratified, as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	33,443,686				17,890				622				-

(c)            Proposal 3 - Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	20,891,695				6,900,032				19,962				5,650,509

(d)           Proposal 4 - Approval of an amendment to the TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan to, among other things, increase the authorized shares issuable thereunder by 3,500,000 shares. The Plan Amendment was approved, as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	27,256,266				538,830				16,593				5,650,509

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Document
10.1#		Amendment No. 2 to TELA Bio, Inc. Amended & Restated 2019 Equity Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Indicates a management contract any compensatory plan, contract or arrangement.

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:	Chief Executive Officer and Director

Date: June 11, 2026

FAQ

What did TELA Bio (TELA) shareholders approve regarding the equity incentive plan?

Shareholders approved an amendment to TELA Bio’s Amended and Restated 2019 Equity Incentive Plan, increasing the authorized shares issuable under the plan by 3,500,000 shares. This expands the equity pool available for future grants to employees, directors and other eligible participants.

Which directors were elected at TELA Bio’s 2026 annual meeting?

Stockholders elected Joseph Capper, Betty Jo Rocchio and William Plovanic as Class I directors to serve until the 2029 annual meeting. Each director received over 27 million votes in favor, with several hundred thousand votes withheld and 5,650,509 broker non-votes reported.

Was TELA Bio’s auditor ratified for the 2026 fiscal year?

Yes. Stockholders ratified KPMG LLP as TELA Bio’s independent registered public accounting firm for the 2026 fiscal year, with 33,443,686 votes for, 17,890 votes against and 622 abstentions, and no broker non-votes reported on this auditor ratification proposal.

How did TELA Bio shareholders vote on executive compensation (say-on-pay)?

On a non-binding advisory basis, shareholders approved the compensation of TELA Bio’s named executive officers, with 20,891,695 votes for, 6,900,032 votes against and 19,962 abstentions. There were 5,650,509 broker non-votes recorded on this say-on-pay proposal at the annual meeting.

How many TELA Bio shares were outstanding on the record date for the meeting?

As of April 24, 2026, the record date for TELA Bio’s 2026 annual meeting of stockholders, there were 44,765,928 outstanding shares of the company’s common stock, par value $0.001 per share. Voting results at the meeting reflected this share count baseline.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 10.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB