IDEAYA Biosciences Inc
For the period ended May 31, 2024. Filed Apr 19, 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 31, 2024 · Filed Apr 19, 2024
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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
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 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☒ | No fee required. |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| ☐ | Fee paid previously with preliminary materials. |
Dear Stockholder:
I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of IDEAYA Biosciences, Inc. (“IDEAYA”), which will be held online atwww.proxydocs.com/IDYA, on May 31, 2024 at 12:30 p.m. Pacific Time.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.
Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone or by mail. If you decide to attend the Annual Meeting online, you will be able to vote electronically or via phone using the control number on your proxy card, even if you have previously submitted your proxy.
On behalf of the Board of Directors, I would like to express our appreciation for your interest in IDEAYA.
Sincerely,
/s/Yujiro Hata
Yujiro Hata
President and Chief Executive Officer
7000 Shoreline Court, Suite 350
South San Francisco, California 94080
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 31, 2024
To the Stockholders of IDEAYA Biosciences, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”), will be held on Friday, May 31, 2024, at 12:30 p.m. Pacific Time. The Annual Meeting will be held entirely online in order to provide expanded stockholder access and participation, as well as improved communications. You will be able to attend and participate in the Annual Meeting online by registering atwww.proxydocs.com/IDYA. Once registered you will receive further instructions via email on how to listen to the meeting live, submit questions, and vote. The Annual Meeting will be held for the following purposes:
To elect two Class II directors to hold office until the 2027 annual meeting of stockholders or until their successors are elected;
To ratify the selection, by the Audit Committee of the Company’s Board of Directors, of PricewaterhouseCoopers LLP, as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024; and
To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders;
To hold a non-binding advisory vote on the frequency of future advisory votes by stockholders on the compensation of the Company’s named executive officers; and
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on April 4, 2024 (the “Record Date”) can vote at this meeting or any adjournments that take place.
The Board of Directors recommends that you vote as follows on the matters to be presented to stockholders at the Annual Meeting:
- FORthe election of the director nominees named in Proposal 1 of the Proxy Statement, to hold office until the 2027
annual meeting of stockholders or until their successors are elected;
FORthe ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024, as described in Proposal 2 of the Proxy Statement;
FORthe advisory vote to approve the compensation of the Company’s named executive officers, as described in Proposal 3 of the Proxy Statement; and
4.1 YEARfor the non-binding advisory vote regarding the frequency of future advisory votes by stockholders on the compensation of the Company’s named executive officers, as described in Proposal No. 4 of the Proxy Statement.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors
/s/ Yujiro Hata
Yujiro Hata
President and Chief Executive Officer
South San Francisco, California
April 19, 2024
TABLE OF CONTENTS
| PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| INFORMATION ABOUT THE PROXY PROCESS AND VOTING | 3 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 8 |
| Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders | 9 |
| Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders | 9 |
| Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders | 10 |
| PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 13 |
| Principal Accountant Fees and Services | 13 |
| Pre-Approval Policies and Procedures | 13 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 14 |
| PROPOSAL NO. 3 NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 15 |
| PROPOSAL NO. 4 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY (“SAY-ON-PAY”) VOTES BY STOCKHOLDERS ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 16 |
| CORPORATE GOVERNANCE | 17 |
| Code of Conduct and Ethics | 17 |
| Corporate Governance Guidelines | 17 |
| Independence of the Board of Directors | 17 |
| Leadership Structure of the Board | 17 |
| Role of Board in Risk Oversight Process | 18 |
| Board Committees | 18 |
| Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance | 20 |
| Stockholder Communications with the Board of Directors | 20 |
| Compensation Committee Interlocks and Insider Participation | 21 |
| Anti-Hedging Policy | 21 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 22 |
| Indemnification Agreements and Directors’ and Officers’ Liability Insurance | 22 |
| Policies and Procedures for Related Party Transactions | 22 |
| DIRECTOR COMPENSATION | 23 |
| EXECUTIVE OFFICERS | 25 |
| COMPENSATION DISCUSSION AND ANALYSIS | 26 |
| Executive Summary | 26 |
| Details of our Compensation Program | 27 |
| EXECUTIVE COMPENSATION TABLES | 33 |
| Summary Compensation Table | 33 |
| Grants of Plan-Based Awards | 34 |
| Outstanding Equity Awards at Fiscal Year-End | 35 |
| Option Exercises and Stock Vested | 35 |
| Potential Payments Upon Termination or Change in Control | 35 |
| Pay Ratio of CEO to Median Employee | 37 |
| Pay Versus Performance | 38 |
| Equity Compensation Plan Information | 42 |
| INFORMATION ABOUT STOCK OWNERSHIP | 43 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 45 |
| ADDITIONAL INFORMATION | 45 |
| Householding of Proxy Materials | 45 |
| Other Matters | 45 |
7000 Shoreline Court, Suite 350
South San Francisco, California 94080
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.