Anteris Technologies Global Corp

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect David St Denis and Stephen Denaro as Class II directors for three-year terms expiring at the 2029 annual meeting.

2. 2

   Ratification of Appointment of KPMG

   ManagementBoard: FOR

   Ratify the Audit and Risk Committee’s appointment of KPMG as the independent registered public accounting firm for fiscal year 2026.

3. 3

   Grant of RSUs to Wayne Paterson

   ManagementBoard: FOR

   Approve the ASX Listing Rule 10.14 grant of 629,921 RSUs to CEO and Vice Chairman Wayne Paterson for his 2025 service.

   More detail

   Proposal Three asks stockholders to approve the grant of 629,921 restricted stock units to Wayne Paterson, the Company’s Chief Executive Officer and Vice Chairman. The approval is required under ASX Listing Rule 10.14 because he is a director participating in the Equity Plan. The award is described as recognition for Mr. Paterson’s service during 2025 and is separate from his 2026 long-term incentive award. The RSUs vest in three equal installments on the first three anniversaries of March 4, 2026, subject generally to continued employment. The grant has an estimated fair value of $3,999,998, based on the Company’s stated grant-date stock price. The award includes dividend equivalents and accelerated or pro rata vesting provisions in specified termination and change-in-control circumstances. Approval also permits the issuance to qualify for the ASX Listing Rule 7.2, Exception 14 treatment and not reduce the Company’s placement capacity. Management argues that the award aligns the CEO’s interests with stockholders and avoids additional cash compensation. The Board, excluding Mr. Paterson because of his personal interest, recommends a vote FOR.

4. 4

   Grant of RSUs to David St Denis

   ManagementBoard: FOR

   Approve the ASX Listing Rule 10.14 grant of 314,960 RSUs to President and director David St Denis for his 2025 service.

   More detail

   Proposal Four asks stockholders to approve 314,960 restricted stock units for David St Denis, the Company’s President and a director. ASX Listing Rule 10.14 requires approval because the recipient is a director participating in the Equity Plan. The award is intended to compensate and recognize Mr. St Denis for his 2025 service and is distinct from his 2026 incentive awards. The RSUs vest in three equal installments on the first three anniversaries of March 4, 2026, contingent primarily on continued employment. The Company estimates the award’s fair value at $1,999,996 using the stated grant-date share price. The award provides dividend equivalents and specified treatment upon death, disability, and a change in control. Stockholder approval also supports the ASX placement-capacity exception for the grant and related share issuances. Management states that the award promotes alignment with stockholders while conserving cash. The Board, excluding Mr. St Denis because of his personal interest, recommends voting FOR.

5. 5

   Initial Grant of RSUs to Susan Knight

   ManagementBoard: FOR

   Approve the ASX Listing Rule 10.14 initial grant of 39,123 RSUs to newly appointed non-employee director Susan Knight.

   More detail

   Proposal Five seeks approval for an initial award of 39,123 RSUs to Susan Knight, a newly appointed independent non-employee director. The approval is required under ASX Listing Rule 10.14 because directors receiving equity under the Equity Plan require stockholder authorization. The RSUs vest in three equal installments tied to the first three anniversaries of May 6, 2026, subject to Ms. Knight’s continued board service. The Company states an estimated fair value of $301,247 for the award, based on the applicable grant-date valuation. The award includes dividend equivalents and full vesting upon a change in control, with forfeiture generally upon cessation of director service. Management characterizes the grant as recognition of Ms. Knight’s past and expected contributions. The Company also cites alignment with stockholder interests and reduced cash expense as rationales. Approval would allow the grant and subsequent share issuance to receive the ASX Listing Rule 7.2, Exception 14 treatment. The Board, excluding Ms. Knight due to her personal interest, recommends voting FOR.

6. 6

   FY26 Option Rights for John Seaberg

   ManagementBoard: FOR

   Approve a $250,000 grant-date-value award of option rights to Board Chair John Seaberg under the 2026 Non-Employee Director Compensation Policy.

   More detail

   Proposal Six asks stockholders to approve a $250,000 grant-date-value award of nonqualified option rights to John Seaberg, the independent Chair of the Board. The award is made under the amended Non-Employee Director Compensation Policy for fiscal 2026. ASX Listing Rule 10.14 approval is required because Mr. Seaberg is a director receiving equity under the Equity Plan. The option rights will acquire Common Stock, have an exercise price equal to fair market value on the grant date, and vest on the earlier of the first anniversary or the next annual meeting. The number of options will be calculated using the stated grant value divided by the applicable Black-Scholes value. Unvested rights generally require continued service, while a change in control triggers full vesting. The Company frames the award as recognition of Mr. Seaberg’s governance contributions and as a means of aligning him with stockholders. Approval also preserves the ASX placement-capacity exception for the issuance. The Board, excluding Mr. Seaberg because of his personal interest, recommends voting FOR.

7. 7

   FY26 Executive Option Rights for David St Denis

   ManagementBoard: FOR

   Approve 414,000 option rights for President and director David St Denis for fiscal 2026.

   More detail

   Proposal Seven seeks approval for 414,000 option rights to David St Denis for fiscal 2026. The award is subject to ASX Listing Rule 10.14 because Mr. St Denis is both a director and an Equity Plan participant. The options carry an exercise price of $8.35 and vest in four equal installments on the anniversaries of September 13, 2026, subject to continued employment. The Company estimates their grant-date fair value at $2,327,941 using a Black-Scholes valuation. This award reflects a change to a prospective annual equity-award cycle aligned with peer practices. The Company explains that, for this transition year, executive directors are receiving both awards tied to 2025 and awards tied to 2026. Death or permanent disability can accelerate vesting, while specified termination and change-in-control provisions provide additional treatment. Approval also prevents the issuance from counting against the Company’s ASX placement capacity under the applicable exception. The Board, excluding Mr. St Denis due to his personal interest, recommends voting FOR.

8. 8

   FY26 Executive Option Rights for Wayne Paterson

   ManagementBoard: FOR

   Approve 1,200,000 option rights for CEO and director Wayne Paterson for fiscal 2026.

   More detail

   Proposal Eight asks stockholders to approve 1,200,000 option rights for Wayne Paterson for fiscal 2026. Because Mr. Paterson is a director receiving equity under the Equity Plan, the award requires ASX Listing Rule 10.14 approval. The options have an exercise price of $8.35 and vest in four equal annual installments beginning on the first anniversary of September 13, 2026, subject to continued employment. Their estimated grant-date fair value is $6,747,655 under the Company’s Black-Scholes methodology. The award is part of a new prospective annual equity cycle intended to track prevailing peer practices. The filing emphasizes that this transition year produces separate awards for 2025 service and 2026 anticipated service. Death, disability, qualifying termination, and change-in-control provisions can alter ordinary vesting. Approval also supports exclusion from the ASX 15% placement-capacity calculation. The Board, excluding Mr. Paterson due to his personal interest, recommends voting FOR.

9. 9

   FY26 Option Rights for Gregory Moss

   ManagementBoard: FOR

   Approve a $235,000 grant-date-value award of option rights to Gregory Moss under the 2026 Non-Employee Director Compensation Policy.

   More detail

   Proposal Nine concerns a $235,000 grant-date-value award of option rights to Gregory Moss, an independent non-employee director. The grant is proposed under the 2026 Non-Employee Director Compensation Policy and requires approval under ASX Listing Rule 10.14. The options will acquire Common Stock at fair market value on the grant date and vest on the earlier of the first anniversary or the next annual meeting. Their quantity will be determined using a Black-Scholes valuation rather than a fixed share number. Continued board service is required for ordinary vesting, and a change in control causes full vesting under the described terms. The Company says the award recognizes Mr. Moss’s past and expected contributions to governance and performance. It also seeks to align his incentives with stockholder value while limiting cash compensation. Approval would preserve the relevant ASX placement-capacity treatment. The Board, excluding Mr. Moss because of his personal interest, recommends voting FOR.

10. 10

    FY26 Option Rights for David Roberts

    ManagementBoard: FOR

    Approve a $235,000 grant-date-value award of option rights to David Roberts under the 2026 Non-Employee Director Compensation Policy.

    More detail

    Proposal Ten seeks approval for a $235,000 grant-date-value option award to David Roberts, an independent non-employee director. The award is authorized under the 2026 Non-Employee Director Compensation Policy and requires ASX Listing Rule 10.14 approval. The options will be exercisable for Common Stock at fair market value on the grant date. The number of rights will be determined by dividing the target value by the applicable Black-Scholes value. The rights vest on the earlier of the first anniversary of the grant or the first annual meeting after grant, subject to continued board service. They also receive full vesting treatment upon a change in control under the proposed agreement. Management presents the award as a way to reward governance contributions, align incentives, and reduce cash costs. The approval would also enable the related issuance to fall outside the ASX placement-capacity calculation. The Board, excluding Mr. Roberts for his personal interest, recommends voting FOR.

11. 11

    FY26 Option Rights for Stephen Denaro

    ManagementBoard: FOR

    Approve a $235,000 grant-date-value award of option rights to Stephen Denaro to acquire CDIs under the 2026 Non-Employee Director Compensation Policy.

    More detail

    Proposal Eleven asks stockholders to approve a $235,000 grant-date-value option award to Stephen Denaro, an Australian non-employee director. Unlike the U.S.-settled awards for several other directors, these option rights will be exercisable for CDIs. The grant is made under the 2026 Non-Employee Director Compensation Policy and requires ASX Listing Rule 10.14 approval. The exercise price will equal fair market value on the grant date, and the number of rights will be set using a Black-Scholes valuation. The rights vest on the earlier of the first anniversary or the next annual meeting, subject to continued service. Full vesting is provided upon a change in control under the summarized terms. The Company states that the award recognizes Mr. Denaro’s contributions and aligns him with stockholders. Approval also facilitates the ASX placement-capacity exception for the CDI issuance. The Board, excluding Mr. Denaro because of his personal interest, recommends voting FOR.

12. 12

    FY26 Option Rights for Susan Knight

    ManagementBoard: FOR

    Approve a $235,000 grant-date-value award of option rights to Susan Knight under the 2026 Non-Employee Director Compensation Policy.

    More detail

    Proposal Twelve seeks approval for a $235,000 grant-date-value option award to Susan Knight, an independent non-employee director. The proposed award is made under the Company’s 2026 Non-Employee Director Compensation Policy. ASX Listing Rule 10.14 approval is required because Ms. Knight is a director receiving equity under the Equity Plan. The options will acquire Common Stock, carry an exercise price equal to fair market value, and be sized using a Black-Scholes valuation. Vesting occurs on the earlier of the first anniversary or the first annual meeting following grant, subject to continued board service. The award provides full vesting upon a change in control under the stated terms. Management says the grant recognizes Ms. Knight’s contributions and aligns her interests with stockholders. Approval also preserves the ASX placement-capacity treatment for the issuance. The Board, excluding Ms. Knight due to her personal interest, recommends voting FOR.

13. 13

    Additional Option Rights for David Roberts

    ManagementBoard: FOR

    Approve a $220,000 grant-date-value additional option award to David Roberts related to his appointment to the Board.

    More detail

    Proposal Thirteen asks stockholders to approve a $220,000 grant-date-value additional option award for David Roberts. The award is intended to bridge the difference between his prior $250,000 initial RSU award and the amended policy’s $470,000 initial equity entitlement for new directors. ASX Listing Rule 10.14 approval is required because Mr. Roberts is a director receiving equity under the Equity Plan. The options will acquire Common Stock at fair market value on the annual-meeting grant date. Half of the award vests on June 7, 2027 and the remainder on June 7, 2028, subject to continued service. The award is therefore designed as a catch-up adjustment rather than a routine annual retainer grant. The Company states that the additional award aligns the director’s compensation with the revised go-forward policy. Full vesting is available upon a change in control under the proposed agreement. Approval also supports exclusion from the ASX placement-capacity calculation. The Board, excluding Mr. Roberts for his personal interest, recommends voting FOR.

14. 14

    Additional Option Rights for Gregory Moss

    ManagementBoard: FOR

    Approve a $220,000 grant-date-value additional option award to Gregory Moss related to his appointment to the Board.

    More detail

    Proposal Fourteen seeks approval for a $220,000 grant-date-value additional option award to Gregory Moss. The award is intended to reconcile his prior $250,000 initial RSU award with the amended Non-Employee Director Compensation Policy’s $470,000 initial equity level. Because Mr. Moss is a director and Equity Plan participant, ASX Listing Rule 10.14 approval is required. The options will be exercisable for Common Stock at fair market value on the grant date. One-half vests on June 7, 2027 and one-half on June 7, 2028, conditioned on continued board service. Management characterizes the award as a policy-alignment bridge tied to Mr. Moss’s appointment rather than an ordinary annual award. The stated rationale is to align his compensation with the revised initial-director framework. The proposed agreement provides full vesting upon a change in control. Approval also enables the related securities to be excluded from ASX placement-capacity calculations. The Board, excluding Mr. Moss because of his personal interest, recommends voting FOR.

15. 15

    Additional Option Rights for Susan Knight

    ManagementBoard: FOR

    Approve a $220,000 grant-date-value additional option award to Susan Knight related to her appointment to the Board.

    More detail

    Proposal Fifteen asks stockholders to approve a $220,000 grant-date-value additional option award to Susan Knight. The award is designed to bridge her prior $250,000 initial RSU grant to the amended policy’s $470,000 initial equity entitlement. Since Ms. Knight is a director receiving equity under the Equity Plan, the grant requires approval under ASX Listing Rule 10.14. The options will acquire Common Stock at fair market value on the annual-meeting grant date. One-third vests on each of May 6, 2027, May 6, 2028, and May 6, 2029, subject to continued service. The proposal reflects a compensation-policy transition affecting directors appointed before the policy amendment. Management says the additional award recognizes expected contributions and aligns compensation with the revised policy. The award would fully vest upon a change in control under the summarized terms. Approval also preserves the applicable ASX placement-capacity treatment. The Board, excluding Ms. Knight due to her personal interest, recommends voting FOR.

16. 16

    Amendments to Outstanding RSUs

    ManagementBoard: FOR

    Approve amendments to certain outstanding non-employee director RSUs to permit holders to elect cash settlement instead of Common Stock or CDIs.

    More detail

    Proposal Sixteen asks stockholders to approve amendments to certain outstanding RSUs held by non-employee directors. The amendments would allow holders to elect cash settlement for all or part of their vested RSUs instead of receiving Common Stock or CDIs. Cash would generally equal the number of covered RSUs multiplied by the closing market value on the vesting date, or by a committee-determined fair value upon a change in control. The Relevant RSUs include awards held by John Seaberg, Gregory Moss, and David Roberts with specified vesting dates extending through 2028. The Company states that ASX Listing Rule 6.23.4 requires approval for this type of permissible option-term change. The amendment does not reduce exercise price, extend the exercise period, or increase the number of securities deliverable. Management argues that cash settlement improves flexibility and convenience and can help directors satisfy tax obligations without selling company securities. If approval fails, the RSUs remain payable in Common Stock or CDIs under their existing terms. The Board, excluding the three affected directors because of their personal interests, recommends voting FOR.

17. 17

    FY26 Performance-Based RSUs for Wayne Paterson

    ManagementBoard: FOR

    Approve 800,000 performance-based RSUs for CEO and director Wayne Paterson for fiscal 2026, subject to stock-price hurdles.

    More detail

    Proposal Seventeen seeks approval for 800,000 performance-based RSUs for Wayne Paterson for fiscal 2026. The award requires ASX Listing Rule 10.14 approval because Mr. Paterson is an executive director. The PSUs run over a five-year performance period beginning September 13, 2026 and vest only if specified stock-price hurdles are achieved. Thirty percent vests at a $20.50 60-trading-day VWAP, 60% cumulatively at $41.00, and 100% cumulatively at $61.50. The Company emphasizes that no PSUs vest if the hurdles are not achieved, creating a direct link to stock-price performance. The estimated grant-date fair value is $3,864,800, based on Monte Carlo valuations. Management says it reviewed peer ownership data and designed the award to produce market-competitive total ownership and reward substantial stockholder value creation. Death, disability, and change-in-control provisions provide alternative vesting mechanics, while ordinary termination generally causes forfeiture. The Board, excluding Mr. Paterson due to his personal interest, recommends voting FOR.

18. 18

    FY26 Performance-Based RSUs for David St Denis

    ManagementBoard: FOR

    Approve 485,000 performance-based RSUs for President and director David St Denis for fiscal 2026, subject to stock-price hurdles.

    More detail

    Proposal Eighteen asks stockholders to approve 485,000 performance-based RSUs for David St Denis for fiscal 2026. The grant is subject to ASX Listing Rule 10.14 because Mr. St Denis is an executive director. The five-year performance period begins September 13, 2026 and uses stock-price hurdles measured by a 60-trading-day VWAP. Thirty percent of the PSUs vest at $20.50, 60% cumulatively at $41.00, and all PSUs at $61.50. The award is intended to pay only for meaningful stock-price performance, and none vest if the hurdles are missed. Its estimated grant-date fair value is $2,343,035 under a Monte Carlo valuation. Management says the award was informed by comparable-company ownership data and is intended to align total compensation with stockholder value creation. Special vesting rules apply on death, disability, or a change in control, while other terminations generally result in forfeiture. The Board, excluding Mr. St Denis because of his personal interest, recommends voting FOR.

19. 19

    Equity in Lieu of Cash Retainers for John Seaberg

    ManagementBoard: FOR

    Approve issuance of up to $540,000 of Common Stock to John Seaberg in lieu of all or part of his cash director retainer fees during the three-year period after the meeting.

    More detail

    Proposal Nineteen seeks approval for up to $540,000 of Common Stock to be issued to John Seaberg instead of cash retainer fees. The authorization covers a three-year period following the Annual Meeting and applies only if Mr. Seaberg elects equity in lieu of cash. The number of shares would be determined by dividing the elected dollar amount by the stock’s fair market value on the issuance date. If no valid election is made or approval is denied, the retainer remains payable in cash. ASX Listing Rule 10.14 approval is required because Mr. Seaberg is a director receiving securities under the Equity Plan. The arrangement gives the Board and director flexibility in settling compensation and can preserve cash for corporate purposes. It also increases the director’s direct equity alignment with stockholders. The proposal does not guarantee that the full amount will be issued because elections are discretionary. The Board, excluding Mr. Seaberg because of his personal interest, recommends voting FOR.

20. 20

    Equity in Lieu of Cash Retainers for Stephen Denaro

    ManagementBoard: FOR

    Approve issuance of up to $330,000 of CDIs to Stephen Denaro in lieu of all or part of his cash director retainer fees during the three-year period after the meeting.

    More detail

    Proposal Twenty asks stockholders to authorize up to $330,000 of CDIs for Stephen Denaro in lieu of cash retainer fees. The authorization would be available for three years after the Annual Meeting and would depend on Mr. Denaro making a voluntary equity election. The number of CDIs would be calculated using the elected retainer amount and the fair market value at issuance. Without a valid election or stockholder approval, the Company would pay the retainer in cash. The CDI structure reflects Mr. Denaro’s Australian director status and the Company’s ASX-listed security framework. Approval is required under ASX Listing Rule 10.14 for a director’s acquisition of equity under the Equity Plan. Management presents the mechanism as a way to align director compensation with stockholder value and preserve cash flexibility. The maximum is a ceiling rather than a guaranteed issuance. The Board, excluding Mr. Denaro because of his personal interest, recommends voting FOR.

21. 21

    Equity in Lieu of Cash Retainers for Gregory Moss

    ManagementBoard: FOR

    Approve issuance of up to $330,000 of Common Stock to Gregory Moss in lieu of all or part of his cash director retainer fees during the three-year period after the meeting.

    More detail

    Proposal Twenty-One seeks authority to issue up to $330,000 of Common Stock to Gregory Moss instead of cash director retainers. The authority would cover the three years following the Annual Meeting and would operate only if Mr. Moss elects equity settlement. Shares would be issued based on the elected cash amount divided by fair market value on the issuance date. If approval is not obtained or no valid election is made, the Company will continue paying cash. The proposal requires ASX Listing Rule 10.14 approval because Mr. Moss is a director and Equity Plan participant. Management indicates that equity settlement can improve alignment between director compensation and stockholder returns. It may also conserve corporate cash while maintaining the policy’s stated retainer value. The proposal sets a maximum aggregate value and does not require issuance of the full amount. The Board, excluding Mr. Moss due to his personal interest, recommends voting FOR.

22. 22

    Equity in Lieu of Cash Retainers for Susan Knight

    ManagementBoard: FOR

    Approve issuance of up to $330,000 of Common Stock to Susan Knight in lieu of all or part of her cash director retainer fees during the three-year period after the meeting.

    More detail

    Proposal Twenty-Two asks stockholders to approve up to $330,000 of Common Stock for Susan Knight in lieu of cash retainers. The authorization spans three years after the Annual Meeting and is contingent on Ms. Knight electing to receive equity. The number of shares would be determined using the elected retainer amount and the stock’s fair market value at issuance. If the election is not made or approval is withheld, the retainer would continue to be paid in cash. The proposal requires ASX Listing Rule 10.14 approval because Ms. Knight is a director receiving Equity Plan securities. Management’s structure provides compensation flexibility and gives the director greater equity exposure. It also potentially reduces cash outlays without increasing the stated retainer amount. The maximum dollar amount is not a guaranteed award and depends on future elections and service. The Board, excluding Ms. Knight because of her personal interest, recommends voting FOR.

23. 23

    Equity in Lieu of Cash Retainers for David Roberts

    ManagementBoard: FOR

    Approve issuance of up to $330,000 of Common Stock to David Roberts in lieu of all or part of his cash director retainer fees during the three-year period after the meeting.

    More detail

    Proposal Twenty-Three seeks approval to issue up to $330,000 of Common Stock to David Roberts in lieu of cash director retainers. The authorization covers a three-year period after the Annual Meeting and requires a voluntary election by Mr. Roberts. The share amount would equal the elected dollar value divided by the fair market value of Common Stock on the issuance date. If no election is made or approval is not obtained, the Company will pay cash under the existing policy. ASX Listing Rule 10.14 approval is necessary because Mr. Roberts is a director receiving equity under the Equity Plan. Management says the mechanism aligns compensation with stockholder interests and offers cash-management flexibility. The arrangement does not require issuance of the full $330,000 maximum. Its operation is also subject to continued director service and the applicable policy terms. The Board, excluding Mr. Roberts because of his personal interest, recommends voting FOR.

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When is the Anteris Technologies Global Corp 2026 annual meeting?

Anteris Technologies Global Corp (AVR) holds its 2026 annual shareholder meeting on Wednesday, December 2, 2026.

What is the record date for the Anteris Technologies Global Corp 2026 meeting?

The record date for the Anteris Technologies Global Corp 2026 meeting is Thursday, October 29, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Anteris Technologies Global Corp's 2026 meeting?

The board is presenting 2 director nominees at the Anteris Technologies Global Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Anteris Technologies Global Corp 2026 meeting?

Shareholders will vote on 23 proposals at the Anteris Technologies Global Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.