Tango Therapeutics Inc

DEF 14A 1 tngx_def14a_proxy_2024_v.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A Information

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

TANGO 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 all boxes that apply):

☒ 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.

Dear Fellow Stockholder:

Tango Therapeutics was founded with a clear mission: to discover the next generation of precision medicines to help patients with cancer by addressing the specific genetic alterations that drive cancer. We leverage our state-of-the-art target discovery platform to identify novel targets and develop new drugs directed at tumor suppressor gene loss in defined patient populations with high unmet medical need. In 2023, we made meaningful progress in our clinical development programs: (i) in May 2023, we released initial pharmacodynamic data from the ongoing TNG908 dose escalation study that provided the first clinical proof-of-mechanism of MTA-cooperative PRMT5 inhibition, demonstrated by marked dose dependent reduction of SDMA staining in MTAP-deleted cancer cells versus normal tissue; (ii) in the first quarter of 2023, the Investigational New Drug Application (IND) for TNG462, our next-generation PRMT5 inhibitor, was cleared by the U.S. Food and Drug Administration (FDA), and we announced the first patient in the Phase 1/2 clinical trial was dosed in July 2023; (iii) in the first quarter of 2023, the IND for TNG260, our first-in-class CoREST inhibitor, which reverses the immune evasion effect of STK11 loss-of-function mutations, was cleared by the FDA and we announced the first patient in the Phase 1/2 clinical trial was dosed in July 2023 and (iv) in the third quarter of 2023, the FDA cleared the IND for TNG348, a novel allosteric inhibitor of USP1 for treatment of BRCA1, BRCA2-mutant and other HRD+ cancers, and we announced the first patient in the Phase 1/2 clinical trial was dosed in January 2024. In addition, we continue to leverage our target discovery platform to discover synthetic lethal targets that we believe serves as the basis of our product pipeline. Finally, our collaboration with Gilead Sciences continues to identify and develop novel immune evasion targets, resulting in Gilead licensing targets, most recently in June 2023.

I, along with our board of directors, are pleased to invite you to attend the 2024 Annual Meeting of Stockholders, or the Annual Meeting, of Tango Therapeutics, Inc. ("Tango" or the "Company") to be held virtually on Wednesday, June 5, 2024 at 10:00 a.m. Eastern Time. Stockholders will have the ability to participate in the Annual Meeting, vote their shares and ask questions by accessing the virtual meeting.

At the Annual Meeting, our stockholders will be asked to: (1) elect the three nominees who are named in the Proxy Statement as Class III Directors; (2) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; (3) approve an amendment to our Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Tango as permitted by recent amendments to Delaware law; and (4) transact any other business that properly comes before the Annual Meeting (including adjournments, continuations and postponements thereof). Our board of directors recommends that you vote "FOR" the election of each director nominee, "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP and "FOR" the amendment to our Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by recent amendments to Delaware law. You should carefully read our proxy materials, which contain detailed information concerning each of these proposals.

Your vote is very important. Whether or not you plan to virtually attend the meeting, please carefully review the proxy materials and then complete, sign, date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope provided to ensure your representation and the presence of a quorum at the Annual Meeting. Alternatively, you may vote your shares on the Internet by visiting www.proxyvote.com or by telephone by calling 1-800-690-6903 and following the recorded instructions by 11:59 p.m. Eastern Time on June 4, 2024. If you vote your shares on the Internet or by telephone, you will need to enter the 16-digit control number provided on your proxy card or in the instructions that accompanied your proxy materials. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to attend and to vote at the Annual Meeting if you decide to virtually attend the Annual Meeting. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

Thank you for your ongoing support of, and continued interest in, Tango.

Sincerely,

Barbara Weber, M.D.

President and Chief Executive Officer

201 Brookline Avenue, Suite 901

Boston, MA 02215

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held on June 5, 2024

Notice is hereby given that the 2024 Annual Meeting of Stockholders, or Annual Meeting, of Tango Therapeutics, Inc., will be held online on Wednesday, June 5, 2024. You may attend the meeting virtually via the Internet, where you will be able to participate in the meeting, vote electronically and submit questions that are germane to the matters under consideration at the Annual Meeting. You will need the 16-digit control number included with your proxy card or in the instructions that accompanied your proxy materials in order to attend the Annual Meeting. The purpose of the Annual Meeting is the following:

1. To elect three Class III Directors, Alexis Borisy, John Ketchum and Barbara Weber, M.D. to our board of directors, each to serve until the 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal;

2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024;

3. To approve an amendment to our Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Tango Therapeutics, Inc. as permitted by recent amendments to Delaware law; and

4. To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The Annual Meeting will begin promptly at 10:00 a.m. Eastern Time. Only stockholders of record at the close of business on April 9, 2024 will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

To be virtually admitted to the Annual Meeting and vote your shares, you must provide the 16-digit control number as provided in your proxy card or in the instructions that accompanied your proxy materials. Please see the “General Information Regarding the Meeting” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Annual Meeting, including the ability of stockholders to submit questions that are germane to the topics under consideration at the Annual Meeting during the Annual Meeting, and technical details and support related to accessing the virtual platform.

Your vote is important. Whether or not you expect to attend the Annual Meeting virtually, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting, by submitting your proxy via the Internet at the address listed on the proxy card, via the telephone number listed on the proxy card or by signing, dating and returning the proxy card. Even if you have voted by proxy, you may still vote at the Annual Meeting. Please note, however, that if your shares are held through a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

By order of the Board of Directors,

Douglas Barry

Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

Boston, MA

April 29, 2024

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