Acrivon Therapeutics Inc
For the period ended Jun 20, 2024. Filed Apr 26, 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 20, 2024 · Filed Apr 26, 2024
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DEF 14A 12024_proxy_statement.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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
Acrivon 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 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.
MESSAGE FROM OUR CHAIRMAN AND CEO
Dear Stockholders:
We are pleased to invite you to join us for the 2024 Annual Meeting of Stockholders of Acrivon Therapeutics, Inc., to be held on Thursday, June 20, 2024 at 11:00 a.m. Eastern Time, virtually over the Internet at https://www.proxypush.com/ACRV, during which time you will be able to vote your shares electronically and submit questions.
At the 2024 Annual Meeting, we will be asking you to elect three nominees, each to serve as a Class II director for a three-year term ending in 2027. Beginning on page 5, you will find detailed information about the qualifications of our director nominees and our continuing directors, who we believe are a strong group to represent your interests. Our Board of Directors is committed to governance practices that are appropriately tailored to our business and to guiding Acrivon to deliver on our commitment to developing precision medicines to improve the lives of patients.
In addition to the election of directors, as discussed beginning on page 23, we are also asking stockholders to ratify our audit committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
On behalf of the Board of Directors and the Acrivon team, we would like to thank you for your continued support. We look forward to your participation at the 2024 Annual Meeting.
Sincerely,
Chief Executive Officer, President and Chairman of the Board
April 26, 2024
Acrivon Therapeutics, Inc.
480 Arsenal Way, Suite 100
Watertown, Massachusetts 02472
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date: | June 20, 2024 | Record Date: | April 22, 2024 |
|---|---|---|---|
| Time: | 11:00 AM EST | Meeting Website: | https://www.proxypush.com/ACRV |
To the Stockholders of Acrivon Therapeutics, Inc.:
We will hold the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Acrivon Therapeutics, Inc. on June 20, 2024, 11:00 AM Eastern Time as a virtual meeting held entirely over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions online by visiting https://www.proxypush.com/ACRV and entering your individual control number included in the notice regarding the Internet availability of proxy materials (the “Notice”), or on your proxy card, or in the voting instructions that accompanied the proxy materials.
Items of Business:
To elect the Class II director nominees named in the accompanying proxy statement to a term of three years; and
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
These matters are more fully described in the proxy statement accompanying this notice. In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered.
We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish our proxy materials, consisting of this Notice of Annual Meeting, the proxy statement, and a proxy card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) via the Internet. On April 26, 2024, we commenced mailing to stockholders as of the record date the Notice, which contains instructions on how to access our Annual Meeting materials and vote via the Internet, or by mail or telephone. The Notice also contains instructions on how to request a paper copy of our proxy materials and the 2023 Annual Report. This process allows us to provide our stockholders with the information they need on a timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.
Your vote is important. Whether or not you expect to participate in the Annual Meeting, the Board of Directors encourages you to review the accompanying Proxy Statement for information relating to each of the proposals and to cast your vote promptly.
By Order of the Board of Directors,
Chief Executive Officer, President and Director
April 26, 2024
TABLE OF CONTENTS
| Proxy Statement Summary | 1 | ||
|---|---|---|---|
| Overview of Proposals to be Presented at the Annual Meeting | 1 | ||
| Important Notice Regarding the Internet Availability of Proxy Materials | 1 | ||
| Important Information about the Annual Meeting and Voting | 1 | ||
| Attending the Annual Meeting | 1 | ||
| Stockholders Entitled to Vote | 2 | ||
| Quorum | 2 | ||
| Voting Methods | 2 | ||
| Vote Requirements | 3 | ||
| How your Shares will be Voted | 3 | ||
| Revocability of Proxies | 4 | ||
| Solicitation of Proxies | 4 | ||
| Proposal No. 1: Election of Class II Directors | 5 | ||
| Overview | 5 | ||
| Director Qualifications | 5 | ||
| Stockholder Nominations | 6 | ||
| Board Diversity Matrix | 6 | ||
| Nominees and Continuing Directors | 6 | ||
| Corporate Governance and Our Board of Directors | 15 | ||
| Board Leadership and Governance Structure | 15 | ||
| Board Committees | 16 | ||
| Meeting Attendance | 19 | ||
| Other Governance Matters | 19 | ||
| Communications with the Board | 19 | ||
| Director Compensation | 21 | ||
| Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 23 | ||
| Relationship with Independent Registered Public Accounting Firm | 23 | ||
| Audit Committee Pre-Approval Policies and Procedures | 24 | ||
| Audit Committee Report | 24 | ||
| Executive Officers | 25 | ||
| Executive Compensation | 27 | ||
| Equity Compensation Plan Information | 33 | ||
| Ownership Of Our Common Stock | 33 | ||
| Certain Relationships And Related Person Transactions | 36 | ||
| Policies and Procedures for Related Person Transactions | 36 | ||
| Related Person Transactions | 36 | ||
| Additional Information | 38 | ||
| Availability of Certain Information | 38 | ||
| Householding | 38 | ||
| Other Matters | 38 | ||
| Stockholder Proposals and Nominations for Next Year’s Annual Meeting of Stockholders | 38 |
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