FibroBiologics (FBLG) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 22, 2026, to be held virtually, with voting on four key proposals including director election, auditor ratification, stock issuance, and a new equity plan.

• Record date is April 24, 2026; only stockholders as of this date may vote.

• Proxy materials are available online, and voting can be done via internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Election of Pete O'Heeron as Class III director for a term expiring at the 2029 annual meeting.

• Ratification of WithumSmith + Brown, PC as independent auditor for 2026.

• Approval of issuance of up to 2,272,728 shares of common stock under warrants from the March 2026 offering and 159,091 shares under placement agent warrants, as required by Nasdaq rules.

• Approval of the 2026 Equity and Incentive Compensation Plan, replacing the 2022 plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six members divided into three staggered classes, with a mix of independent and non-independent directors.

• Board committees include Audit, Compensation, and Nominating, each with defined responsibilities and independent membership.

• Corporate governance guidelines, code of ethics, clawback, insider trading, and anti-hedging policies are in place.

• Series C Preferred Stock, all held by the CEO, carries super voting rights (13,000 votes per share) but is subject to an irrevocable proxy in favor of the Board.