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BioAtla Inc

For the period ended Jun 13, 2024. Filed Apr 24, 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.

Jun 13, 2024 · Filed Apr 24, 2024

BCAB$1.74-44.7%Stored close · as of Aug 28, 2026
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DEF 14A 1 bcab_def_14a_2024_no_xbr.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section (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

(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 the appropriate box):

☒ 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

To Our Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders, or the Annual Meeting, of BioAtla, Inc. on Thursday, June 13, 2024 at 8:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting, conducted only via live webcast on the internet at www.proxydocs.com/BCAB. There will be no physical location for the Annual Meeting. You will be able to attend and participate in the Annual Meeting online, submit questions during the meeting and vote your shares electronically. In addition, although the live webcast is available only to stockholders at the time of the meeting, following completion of the Annual Meeting, a webcast replay will be posted to the Investors—Events & Presentations section of our website at www.bioatla.com.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. The Annual Meeting materials include the notice, the Proxy Statement, our Annual Report and the proxy card, each of which is enclosed.

Please use this opportunity to take part in our affairs by voting on the business to come before the Annual Meeting. You will receive a Notice of Internet Availability of Proxy Materials, or the Notice, which we expect to mail on or about May 3, 2024, unless you have previously requested to receive our proxy materials in paper form. Only stockholders of record at the close of business on April 15, 2024 may vote at the Annual Meeting and any postponements or adjournments of the meeting. All stockholders are cordially invited to participate in the Annual Meeting and any postponements or adjournments of the meeting. However, to ensure your representation at the Annual Meeting, please vote as soon as possible by using the internet or telephone, as instructed in the Notice. Alternatively, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. Returning the paper proxy card or voting electronically does NOT deprive you of your right to participate in the virtual meeting and to vote your shares for the matters acted upon at the meeting.

Your vote is important. Whether or not you expect to attend and participate in the Annual Meeting, please submit your proxy electronically via the internet or by telephone by following the instructions in the Notice or if you asked to receive the proxy materials in paper form, please complete, sign and date the proxy card and return it in the postage paid envelope provided.

Sincerely,

/s/ Jay M. Short, Ph.D.

Jay M. Short, Ph.D.

Co-founder, Chief Executive Officer and Chairman of the Board of Directors

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 13, 2024: THE PROXY STATEMENT, PROXY CARD AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE FREE OF CHARGE AT www.proxydocs.com/BCAB.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Time and Date:June 13, 2024 at 8:00 a.m. Pacific Time.
Place:The Annual Meeting will be held on Thursday, June 13, 2024 at 8:00 a.m. Pacific Time via live webcast on the internet at www.proxydocs.com/BCAB.
Items of Business:1.Elect the Class I director listed in the accompanying Proxy Statement, to serve a three-year term expiring at the 2027 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.
2.Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of BioAtla, Inc. for the fiscal year ending December 31, 2024.
3.Approve, by a non-binding advisory vote, the executive compensation of our named executive officers.
4.Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
Record Date:Only holders of record of common stock at the close of business on April 15, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.
Proxy Voting:With respect to all matters that will come before the meeting, each holder of shares of common stock is entitled to one vote for each share of common stock held as of the close of business on April 15, 2024, the record date.

For questions regarding your stock ownership, you may contact us through our Investors/Resources/Contact IR section of our website www.bioatla.com or, if you are a registered holder, contact our transfer agent, Pacific Stock Transfer Company, by telephone at (702) 361-3033 or by email at info@pacificstocktransfer.com.

By Order of the Board of Directors,

/s/ Jay M. Short, Ph.D.

Jay M. Short, Ph.D.

Co-founder, Chief Executive Officer and Chairman of the Board of Directors

Table of Contents

Page
INFORMATION ABOUT SOLICITATION AND VOTING1
INTERNET AVAILABILITY OF PROXY MATERIALS1
QUESTIONS AND ANSWERS ABOUT THE MEETING1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE8
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS14
PROPOSAL ONE: ELECTION OF DIRECTORS16
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM22
PROPOSAL THREE: NON-BINDING ADVISORY VOTE ON THE EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS23
EXECUTIVE OFFICERS25
EXECUTIVE COMPENSATION27
EQUITY COMPENSATION PLAN INFORMATION47
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS48
DELINQUENT SECTION 16(A) REPORTS50
REPORT OF THE AUDIT COMMITTEE51
ADDITIONAL INFORMATION52
OTHER MATTERS53

-i -

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE 13, 2024

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.