MiNK Therapeutics, Inc.
For the period ended Dec 31, 2023. Filed Apr 29, 2024.
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Dec 31, 2023 · Filed Apr 29, 2024
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DEF 14A 12024_proxy.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
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 Pursuant to §240.14a-12 |
MiNK 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. |
MINK THERAPEUTICS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date | June 12, 2024 |
|---|---|
| Time | 9:30 A.M., Eastern Time |
| Webcast Address | Live audio web conference at www.virtualshareholdermeeting.com/INKT2024 |
| Proposals | 1. To elect Brian Corvese and Peter Behner as Class III directors, each for a term of three years expiring at the 2027 Annual Meeting of Stockholders. |
| 2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. | |
| 3. To consider any other business as may properly come before the 2024 Annual Meeting of Stockholders or any postponement or adjournment of the meeting. | |
| Record Date | You are entitled to vote if you were a stockholder of record on April 17, 2024. |
A list of stockholders entitled to vote will be open for examination by any stockholder for any purpose germane to the 2024 Annual Meeting of Stockholders for ten days before the meeting during ordinary business hours at our principal offices at 149 Fifth Avenue, Suite 500, New York, New York 10010.
It is important that your shares be represented at the 2024 Annual Meeting of Stockholders. Therefore, whether or not you plan to attend the meeting virtually, please complete your proxy and return it to us. If you attend the 2024 Annual Meeting of Stockholders virtually and wish to vote at the meeting, your proxy will not be used. You may also vote your shares over the internet or by telephone. Instructions for internet or telephonic voting are printed on your proxy card.
By order of the Board of Directors,
Jennifer Buell, Ph.D., President and Chief Executive Officer
XX , 2024
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT OUR VIRTUAL STOCKHOLDER MEETING | 2 |
| VOTING PROCEDURES | 2 |
| PROPOSAL 1—TO ELECT PETER BEHNER AND BRIAN CORVESE AS CLASS III DIRECTORS, FOR A TERM OF THREE YEARS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS | 6 |
| OUR CORPORATE GOVERNANCE | 9 |
| EXECUTIVE COMPENSATION | 14 |
| DIRECTOR COMPENSATION | 20 |
| OWNERSHIP OF OUR COMMON STOCK | 21 |
| DELINQUENT SECTION 16(a) REPORTS | 22 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 22 |
| PROPOSAL 2—TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 | 25 |
| REPORT OF THE AUDIT COMMITTEE | 26 |
| ADDITIONAL INFORMATION | 27 |
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MiNK Therapeutics, Inc.
149 Fifth Avenue, Suite 500
New York, NY 10010
Telephone: (212) 994-8250
PROXY STATEMENT
April 29, 2024
This proxy statement contains information about the 2024 Annual Meeting of Stockholders of MiNK Therapeutics, Inc. (the “Annual Meeting”), including any postponements or adjournments of the meeting. The Annual Meeting will be held virtually by live audio web conference atwww.virtualshareholdermeeting.com/INKT2024 on June 12, 2024 at 9:30 A.M., Eastern Time.
In this proxy statement, we refer to MiNK Therapeutics, Inc. as “MiNK,” “us,” “we” or the “Company.”
This proxy statement and solicitation is being made on behalf of the Board of Directors of MiNK.
In accordance with the “notice and access” rules approved by the Securities and Exchange Commission (“SEC”) and in connection with the solicitation of proxies by our Board of Directors, on or about April 29, 2024 we first sent a Notice of Internet Availability of Proxy Materials and provided access to our proxy materials (consisting of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2023 and a form of proxy) over the internet to each stockholder entitled to vote at the Annual Meeting. We intend to mail to requesting stockholders full sets of our proxy materials (consisting of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2023 and a form of proxy) on or about April 29, 2024.
Our Annual Report on Form 10-K for the year ended December 31, 2023 is also available on our corporate website athttps://investor.minktherapeutics.com/financial-information/sec-filingsand through the SEC’s EDGAR system athttp://www.sec.gov. To request a printed copy of our Annual Report on Form 10-K, which we will provide to you without charge, write to Investor Relations, MiNK Therapeutics Inc., 149 Fifth Avenue, Suite 500, New York, NY 10010. No material on our website is part of this proxy statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.