Dyne Therapeutics Inc
For the period ended May 22, 2024. Filed Apr 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2024 · Filed Apr 5, 2024
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DEF 14A 12024_proxy.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
Dyne Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
DYNE THERAPEUTICS, INC.
1560 Trapelo Road
Waltham, Massachusetts 02451
(781) 786-8230
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Wednesday, May 22, 2024
Dear Stockholder:
You are cordially invited to the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Dyne Therapeutics, Inc. The 2024 Annual Meeting will be held exclusively via the Internet in a virtual meeting format at www.proxydocs.com/DYN on Wednesday, May 22, 2024 at 8:00 a.m. Eastern Time. At the meeting, the stockholders will consider and vote on the following matters:
The election of three Class I directors, Carlo Incerti, M.D., Catherine Stehman-Breen, M.D. and John G. Cox, each to serve for a three-year term expiring at the 2027 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified;
The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
The transaction of any other business that may properly come before the 2024 Annual Meeting or any adjournment or postponement thereof.
You may attend the 2024 Annual Meeting online atwww.proxydocs.com/DYN, where you will be able to vote your shares electronically during the meeting and submit questions during the meeting. Stockholders will not be able to attend the annual meeting in person. In order to attend the 2024 Annual Meeting online, you must register in advance at www.proxydocs.com/DYNprior to the commencement of the Annual Meeting. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the 2024 Annual Meeting and to vote and submit questions during the 2024 Annual Meeting. Please follow the instructions found on your Notice Regarding the Availability of Proxy Materials, Proxy Card and/or Voting Instruction Card and subsequent instructions that will be delivered to you via email.
Stockholders of record at the close of business on March 28, 2024 will be entitled to notice of and to vote electronically during the 2024 Annual Meeting or any adjournment or postponement thereof. A list of registered stockholders as of the close of business on the record date will be available for examination by any stockholder for any purpose germane to the 2024 Annual Meeting during normal business hours at our principal executive offices at 1560 Trapelo Road, Waltham, Massachusetts 02451 during the 10-day period ending on the day before the 2024 Annual Meeting. We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet expedites stockholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our annual meeting.
We encourage all stockholders to attend the 2024 Annual Meeting online. However, whether or not you plan to attend the 2024 Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on each of your voting options described in the proxy statement.
By the Order of the Board of Directors,
/s/ John G. Cox
John G. Cox
President and Chief Executive Officer
Waltham, Massachusetts
April 5, 2024
Important Notice Regarding Internet Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be Held on May 22, 2024: The proxy materials and our 2023 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available atwww.proxydocs.com/DYN. These documents are also available to any stockholder who wishes to receive a paper copy by calling 866-648-8133, visitingwww.investorelections.com/DYN or emailing paper@investorelections.com. Any requests for a paper copy of these documents should be received by May 10, 2024, in order to ensure timely delivery.
TABLE OF CONTENTS
| PROXY STATEMENT 2024 Annual Meeting OF STOCKHOLDERS | 1 |
|---|---|
| IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 2 |
| PROPOSAL NO. 1—ELECTION OF DIRECTORS | 8 |
| Information Regarding Directors | 8 |
| Recommendation of the Board of Directors | 10 |
| PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 11 |
| Independent Registered Public Accountants, Fees and Other Matters | 11 |
| Pre-Approval Policies and Procedures | 11 |
| Recommendation of the Board of Directors | 11 |
| CORPORATE GOVERNANCE | 12 |
| Corporate Governance Guidelines | 12 |
| Director Independence | 12 |
| Board Leadership Structure | 13 |
| Board's Role in Risk Oversight | 13 |
| Director Nomination Process | 13 |
| Communications with Our Board of Directors | 15 |
| Board Diversity Matrix | 16 |
| Board Meetings and Attendance | 16 |
| Director Attendance at Annual Meeting | 16 |
| Committees of Our Board of Directors | 16 |
| Compensation Committee Interlocks and Insider Participation | 18 |
| Code of Business Conduct and Ethics | 18 |
| Anti-Hedging Policy | 18 |
| Dodd-Frank Compensation Recovery Policy | 18 |
| Director Compensation | 19 |
| Non-Employee Director Compensation Policy | 19 |
| Limitations of Liability and Indemnification Matters | 20 |
| Report of the Audit Committee of the Board of Directors | 21 |
| EXECUTIVE OFFICERS | 22 |
| EXECUTIVE COMPENSATION | 24 |
| Summary Compensation Table | 24 |
| Narrative Disclosure to Summary Compensation Table | 24 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 26 |
| Employment and Other Arrangements with Our Named Executive Officers and Chief Executive Officer | 28 |
| 401(k) Plan | 30 |
| Securities Authorized for Issuance Under Our Equity Compensation Plans | 30 |
| TRANSACTIONS WITH RELATED PERSONS | 32 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 35 |
| DELINQUENT SECTION 16(A) REPORTS | 36 |
| STOCKHOLDER PROPOSALS FOR OUR 2025 ANNUAL MEETING | 37 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 37 |
| OTHER MATTERS | 37 |
DYNE THERAPEUTICS, INC.
1560 Trapelo Road
Waltham, Massachusetts 02451
(781) 786-8230
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.