Establishment Labs Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six director nominees named in the proxy statement to the Board to serve until the 2027 annual meeting and until their successors are duly elected and qualified.

2. 2

   Advisory Approval of Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This non-binding management proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder endorsement to validate its pay philosophy, which the Compensation Committee describes as designed to motivate long-term value creation through a mix of short-term incentives and long-term equity awards weighted toward performance. Key elements include base salary, a calibrated annual incentive plan tied to revenue, adjusted EBITDA, operating cash flow and strategic objectives, and long-term equity awards (50% stock options and 50% restricted stock units) that vest over four years to align executives’ interests with shareholders. The proposal is advisory and non-binding; however, management states it will consider the vote’s outcome when setting future compensation. The Board recommends a FOR vote, citing the program’s alignment with peers, use of performance metrics, and demonstrated shareholder support (over 99% support at the 2025 say-on-pay). Potential governance context includes the company’s declassification of the board, recent CEO transition in 2025, and continued use of double-trigger severance protections and clawback policy to mitigate risks. The Compensation Committee engaged independent consultants and used a peer group to inform pay positioning and believes the program balances retention, performance, and shareholder alignment. From a risk and governance perspective, the pay design emphasizes long-term equity upside, vesting schedules, and performance-based cash incentives to discourage short-term risk-taking, while severance arrangements are structured with standard protections and no tax gross-ups. Given this context, the say-on-pay vote functions as a governance touchpoint for shareholders to endorse or signal concerns about pay practices, and management intends to respond to the advisory result in future compensation decisions.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Establishment Labs Holdings Inc 2026 annual meeting?

Establishment Labs Holdings Inc (ESTA) holds its 2026 annual shareholder meeting on Friday, May 22, 2026.

What is the record date for the Establishment Labs Holdings Inc 2026 meeting?

The record date for the Establishment Labs Holdings Inc 2026 meeting is Thursday, April 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Establishment Labs Holdings Inc's 2026 meeting?

The board is presenting 6 director nominees at the Establishment Labs Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Establishment Labs Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Establishment Labs Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.