Proposal 4. Approval of an Amendment to the Integra LifeSciences Holdings Corporation Amended and Restated Certificate of Incorporation, as amended, to Limit the Liability of Certain Officers of the Company as Permitted by Recent Amendments to the General Corporation Law of the State of Delaware

Article SEVENTH of our Amended and Restated Certificate of Incorporation, as amended (the "Charter"), currently provides for the Company to limit the monetary liability of directors in certain circumstances consistent with Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”).

In August 2022, Section 102(b)(7) of the DGCL was amended to authorize exculpation of officers of Delaware corporations. Pursuant to this amendment, Delaware corporations can now exculpate their officers, in addition to their directors, for personal liability for breach of the duty of care in certain actions. The amendment does not allow for the exculpation of officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The amendment does not allow for exculpation of such officers from liability for claims brought by or in the right of the company, such as derivative claims.

The proposed Amendment to our Charter (the "Proposed Amendment") would authorize the exculpation of officers for personal liability for breach of the duty of care in certain actions as permitted by Section 102(b)(7) of the DGCL. Pursuant to Section 102(b)(7) of the DGCL, the Proposed Amendment would only permit the exculpation of certain officers in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. In addition, as is currently the case with directors under our Charter, the Proposed Amendment would not limit the liability of officers for any breach of the duty of loyalty to the corporation or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. Article SEVENTH of our Charter currently allows for the exculpation of directors, but does not include language that allows for the exculpation of officers.

The Board believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain top talent. The Board believes it is important to provide protection from certain liabilities because without such protection, qualified officers might be deterred from serving as officers due to exposure to personal liability. This protection has long been afforded to directors. The Board balanced these considerations with our corporate governance guidelines and determined that it is in the best interests of the Company and its stockholders to amend the current exculpation and liability provisions in Article SEVENTH of our Charter to extend exculpation protection to our officers in addition to our directors.

If our stockholders approve this Proposal No. 4, we expect to file a certificate of amendment with the Delaware Secretary of State to limit the liability of certain officers of the Company as permitted by recent amendments to the DGCL. The general description of the Proposed Amendment set forth above is qualified in its entirety by reference to the full text of the Proposed Amendment as set forth in Appendix B to this Proxy Statement.

Approval of the Proposed Amendment will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as an against vote. Broker non-votes will have the effect of an against vote on the outcome of this proposal.

If this Proposal No. 4 is approved by our stockholders, all other sections of our Charter would be maintained in their current form. The Proposed Amendment would become effective upon the filing of a Certificate of Amendment to our Charter with the Secretary of State of the State of Delaware, which we intend to do promptly after the Annual Meeting if this Proposal No. 4 is approved by our stockholders. In the event that the amendment is not approved by our stockholders at the Annual Meeting, the current Charter would remain in effect in its entirety. Our Board reserves the right, notwithstanding stockholder approval of the amendment and without further action by our stockholders, not to proceed with the amendment at any time before it becomes effective.

The affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon is required for approval of this proposal. Abstentions will have the effect of a vote against this proposal. Broker non-votes will have the effect of a vote against this proposal.


						The Board of Directors hereby recommends that stockholders vote "FOR" the approval of an amendment to our Charter to limit the liability of certain officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware.


2024 Proxy Statement			79