Trevi Therapeutics, Inc.

DEF 14A 1 trvi_-_def_14a_2024.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:

(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):

195 Church Street, 16 th Floor

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held June 13, 2024

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Trevi Therapeutics, Inc. The Annual Meeting is scheduled to be held exclusively online via the Internet as a virtual web conference at https://www.proxydocs.com/TRVI on Thursday, June 13, 2024 at 12:30 p.m. Eastern Time.

Only stockholders who owned common stock at the close of business on April 15, 2024, the record date for the Annual Meeting, can vote at the Annual Meeting or any adjournment or postponement that may take place. At the Annual Meeting, the stockholders will consider and vote on the following matters:

Election of three Class II directors to our Board of Directors, each to serve until the 2027 Annual Meeting of Stockholders;

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

A complete list of registered stockholders as of the close of business on April 15, 2024, the record date for the Annual Meeting, will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting at https://www.proxydocs.com/TRVI.

As noted above, our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet. There will not be a physical meeting location and stockholders will not be able to attend the Annual Meeting in person. However, you may attend the Annual Meeting online, vote your shares electronically during the meeting and submit questions during the meeting by visiting https://www.proxydocs.com/TRVI.

In order to attend the Annual Meeting online, vote your shares and submit your questions electronically during the Annual Meeting, you must register in advance at https://www.proxydocs.com/TRVI prior to the deadline of June 12, 2024 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the Annual Meeting and will permit you to vote and submit questions during the meeting. Further information about how to attend the Annual Meeting online, vote your shares and submit questions is included in the accompanying proxy statement. As outlined in the accompanying proxy statement, the Board of Directors recommends that you vote in favor of each director nominee in proposal one and in favor of proposal two.

You can find more information, including the nominees for director, in the accompanying proxy statement for the Annual Meeting, which is also available for viewing, printing and downloading at https://www.proxydocs.com/TRVI.

Instead of mailing to our stockholders a printed copy of our proxy materials, including the accompanying proxy statement, the proxy card and our annual report to stockholders for the fiscal year ended December 31, 2023, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about May 3, 2024, we plan to mail a Notice of Internet Availability of Proxy Materials, or Notice, to all stockholders of record at the close of business on April 15, 2024, the record date for the Annual Meeting, and we will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed or e-mailed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a stockholder of record, you may vote or submit a proxy to vote in one of the following ways:

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Submit a Proxy to Vote Over the Internet, by going to https://www.proxypush.com/TRVI (have your Notice or proxy card in hand when you access the website);

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Submit a Proxy to Vote Over the Telephone, by calling the toll-free number (866) 430-8292 (have your Notice or proxy card in hand when you call);

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Submit a Proxy to Vote Through the Mail, if you received (or requested and received) a printed copy of the proxy materials, by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you; or

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Vote online during the Annual Meeting, while virtually attending the Annual Meeting by visiting https://www.proxydocs.com/TRVI. In order to vote during the Annual Meeting, you must register in advance at https://www.proxydocs.com/TRVI prior to the deadline of June 12, 2024 at 5:00 p.m. Eastern Time.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the bank, broker or other nominee that you must follow for your shares to be voted.

Whether or not you plan to attend the Annual Meeting, we urge you to take the time to submit your proxy to vote your shares.

By order of the Board of Directors,

Jennifer L. GoodPresident and Chief Executive OfficerNew Haven, ConnecticutApril 26, 2024

Trevi Therapeutics, Inc.

Proxy Statement

195 Church Street, 16 th Floor

203-304-2499