FIBROGEN INC
For the period ended Jun 5, 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 5, 2024 · Filed Apr 24, 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
(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
FibroGen, 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 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.
FIBROGEN, INC.
409 Illinois Street
San Francisco, CA 94158
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 5, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting Stockholders (the “Annual Meeting”) of FibroGen, Inc., a Delaware corporation (also referred to as “we,” “us,” “FibroGen,” and the “Company”). The Annual Meeting will be held via live audio webcast on the internet. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/FGEN2024.
The Annual Meeting will be held on Wednesday, June 5, 2024 at 8:00 a.m. Pacific Time for the following purposes:
To elect our Class I director nominees, Thane Wettig, James A. Schoeneck, and Maykin Ho, Ph.D., to our board of directors to hold office until the 2027 annual meeting of stockholders.
To approve the FibroGen, Inc. 2024 Equity Incentive Plan.
To approve, on an advisory basis, the compensation of the Company’s named executive officers.
To ratify the selection, by the Audit Committee of our board of directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024.
To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.
To conduct any other business properly brought before the meeting.
These items of business are more fully described in the proxy statement accompanying this notice.
The record date for the Annual Meeting is April 8, 2024 (the “Record Date”). Only stockholders of record at the close of business on that date may vote by proxy or at the Annual Meeting (live audio webcast) or any adjournment thereof. Please see the attached proxy statement for information on how to vote by proxy and how to attend and vote at the Annual Meeting.
A list of our record stockholders entitled to vote as of the close of business on the Record Date will be available for review during regular business hours at our principal executive offices at 409 Illinois Street, San Francisco, California 94158 for ten days prior to the Annual Meeting for any legally valid purpose related to the Annual Meeting, and will available during the entire time of the Annual Meeting atwww.virtualshareholdermeeting.com/FGEN2024.
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders’ Meeting
The proxy statement and Annual Report on Form 10-K
are available atwww.proxyvote.com.
By Order of the Board of Directors
April 24, 2024
Your vote is very important. Whether or not you expect to attend the Annual Meeting, please vote online or by telephone prior to the Annual Meeting as instructed in these materials, or if you requested and received a proxy by mail, please complete, date, sign, and return the proxy as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please review the section below “How do I vote?” for specific instructions on voting your shares before and during the Annual Meeting.
Table of Contents
| Information Concerning Solicitation and Voting | 1 |
|---|---|
| Special Note Regarding Forward-Looking Statements | 8 |
| Proposal 1 – Election of Directors | 9 |
| Directors and Corporate Governance | 13 |
| Proposal 2 – Approval of the FibroGen, Inc. 2024 Equity Incentive Plan | 26 |
| Proposal 3 – Advisory Vote on Named Executive Officer Compensation | 34 |
| Proposal 4 – Ratification of Selection of Independent Registered Public Accounting Firm | 35 |
| Proposal 5 – Advisory Vote on Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation | 37 |
| Report of the Audit Committee of the Board of Directors | 38 |
| Executive Officers | 39 |
| Compensation Discussion and Analysis | 40 |
| Compensation Committee Report | 63 |
| Summary Compensation | 64 |
| Pay Versus Performance | 73 |
| Equity Compensation Plan Information | 81 |
| Beneficial Ownership | 82 |
| Section 16(A) Beneficial Ownership Reporting Compliance | 85 |
| Transactions with Related Persons | 86 |
| Householding of Proxy Materials | 86 |
| Other Matters | 87 |
| Appendix A - the FibroGen, Inc. 2024 Equity Incentive Plan | 88 |
| Proxy Card | |
FIBROGEN, INC.
409 Illinois Street
San Francisco, CA 94158
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
June 5, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.