FibroBiologics (FBLG) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 22, 2026, to be held virtually; record date is April 24, 2026.

• Four key proposals: election of two Class III directors, ratification of auditor, approval of stock issuance under warrants, and approval of a new equity and incentive compensation plan.

• Series C Preferred Stock, all held by the founder, carries super voting rights (13,000 votes per share), with an irrevocable proxy to the Board for voting except on changes to the founder's rights.

• Proxy materials are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposal 1: Elect Pete O'Heeron and Stacy Coen as Class III directors until 2029.

• Proposal 2: Ratify WithumSmith + Brown, PC as independent auditor for 2026.

• Proposal 3: Approve issuance of up to 2,272,728 shares under March SPA warrants and 159,091 shares under placement agent warrants, as required by Nasdaq rules.

• Proposal 4: Approve 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 directors in three staggered classes; majority are independent.

• Committees: Audit, Compensation, and Nominating, all with independent members.

• Board leadership combines CEO and Chair roles; no lead independent director.

• Governance structure includes staggered board, supermajority voting for key changes, and no action by written consent.

• Director nomination process considers integrity, expertise, and diversity.