Invivyd, Inc.

DEF 14A 1 ivvd-2024-proxy-def14a.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 Pursuant to §240.14a-12

Invivyd, 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

Invivyd, Inc.

1601 Trapelo Road, Suite 178

Waltham, Massachusetts 02451

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Tuesday, May 21, 2024

To our Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders and any adjournments or postponements thereof (the “2024 Annual Meeting” or the “Annual Meeting”) of INVIVYD, INC., a Delaware corporation (the “Company”). The Annual Meeting will be held virtually on Tuesday, May 21, 2024 at 8:30 a.m. Eastern Time atwww.virtualshareholdermeeting.com/IVVD2024. You will not be able to attend the Annual Meeting in person. The Annual Meeting will be held for the following purposes:

1. To elect the seven nominees for director named in the proxy statement accompanying this Notice of Annual Meeting of Stockholders (the “Proxy Statement”) for a one-year term expiring at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”).

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

3. To transact such other business as may properly be brought before the Annual Meeting.

Our Board recommends that stockholders vote FOR ALL for Proposal No. 1 and FOR Proposal No. 2.

These items of business are more fully described in the Proxy Statement, which is incorporated by reference hereto.

This year’s Annual Meeting will be held virtually through a live webcast. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visitingwww.virtualshareholdermeeting.com/IVVD2024 and entering the 16-digit Control Number included in (i) your proxy card in the enclosed proxy materials or (ii) the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying Proxy Statement. You may log-in to the Annual Meeting beginning at 8:15 a.m. Eastern Time on May 21, 2024.

The record date for the Annual Meeting is March 22, 2024 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting. We will commence mailing the proxy materials to our stockholders on or about April 18, 2024, which will contain instructions on how to vote at the Annual Meeting as well as how to access the Proxy Statement and our 2023 Annual Report on Form 10-K.

It is important that your shares be represented at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to attend the Annual Meeting, please provide your proxy by following the instructions described in the Proxy Statement.

By Order of the Board of Directors,

Jill Andersen

Chief Legal Officer and Corporate Secretary

Waltham, Massachusetts

April 18, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Tuesday, May 21, 2024 at 8:30 a.m. Eastern Time online at www.virtualshareholdermeeting.com/IVVD2024 Copies of our Proxy Materials, consisting of the Notice of Annual Meeting of Stockholders, the Proxy Statement and Accompanying Form of Proxy Card, and our 2023 Annual Report on Form 10-K, are available free of charge at www.proxyvote.com

YOUR VOTE IS IMPORTANT

If your shares are held in a brokerage account or by another nominee record holder, please be sure to mark your voting choices on the voting instruction form provided to you by your broker, bank or other agent. If you fail to specify your voting instructions, your shares will not be voted on certain proposals due to rules applicable to broker voting, and we may incur additional costs to solicit votes.

INVIVYD, INC.

1601 Trapelo Road, Suite 178

Waltham, Massachusetts 02451

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AT 8:30 A.M., EASTERN TIME, ON MAY 21, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 21, 2024

The proxy materials, consisting of the Notice of Annual Meeting of Stockholders, this Proxy Statement, the proxy card, and our 2023 Annual Report on Form 10-K (the “Annual Report”), will be mailed to our stockholders on or about April 18, 2024, in connection with the solicitation of proxies on behalf of our Board of Directors (our “Board”) for use at our 2024 Annual Meeting of Stockholders, to be held on Tuesday, May 21, 2024 at 8:30 a.m., Eastern Time, virtually atwww.virtualshareholdermeeting.com/IVVD2024, and at any adjournment or postponement thereof (the “2024 Annual Meeting” or the “Annual Meeting”). We are also making this Proxy Statement and the accompanying form of proxy card, as well as our Annual Report, available electronically via the internet atwww.proxyvote.comand our website, www.invivyd.com. Whether or not you plan to attend the Annual Meeting, please follow the instructions in the proxy materials so that your shares may be voted at the Annual Meeting. You may submit your proxy by mail, by telephone, or through the internet by following the instructions set forth in the proxy materials. If you attend the Annual Meeting, you may revoke your previously-submitted proxy and vote virtually during the Annual Meeting.

MEETING AGENDA