SAB Biotherapeutics Inc
For the period ended May 22, 2024. Filed May 30, 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.
May 22, 2024 · Filed May 30, 2024
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DEF 14A 1 sabs_def14a_fy24agm.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
(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
May 30, 2024
To Our Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”), of SAB Biotherapeutics, Inc. to be held on Thursday, June 27, 2024 at 10:00 AM Eastern Daylight Time, at www.virtualshareholdermeeting.com/SABS2024. The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively on the Internet. No physical meeting will be held.
Details regarding how to attend the virtual Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying notice of annual meeting of stockholders and proxy statement.
Your vote is important. Regardless of whether you plan to attend the virtual Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting, and we hope you will vote as soon as possible. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone, written proxy or voting instruction card will ensure your representation at the Annual Meeting regardless of whether you attend the virtual Annual Meeting.
Thank you for your ongoing support of, and continued interest in, SAB Biotherapeutics, Inc.
Sincerely,
| /s/ Samuel J. Reich | | |
|---|---|---|
| Samuel J. Reich | | |
| Chief Executive Officer and Chairman of the Board | ||
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 27, 2024
| Time and Date: | June 27, 2024 at 10:00 AM. |
|---|---|
| Place: | The Annual Meeting will be held virtually, at www.virtualshareholdermeeting.com/SABS2024. |
| Items of Business: | 1.Elect the three Class III directors listed in the accompanying proxy statement, each to serve a three-year term expiring at the 2027 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.2.Approve an amendment to the Company’s 2021 Omnibus Equity Incentive Plan (the “Plan”) to, among other things, (i) increase the maximum number of shares of common stock available to Plan participants thereunder by 3,900,000 shares to an aggregate of 5,500,000 shares, and (ii) increase the annual evergreen percentage increase as well as the maximum number of additional shares available for issuance pursuant to the annual evergreen increase.3.Ratify the appointment of EisnerAmper LLP as the independent registered public accounting firm of SAB Biotherapeutics, Inc. for the fiscal year ending December 31, 2024. 4.Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
| Record Date: | Only stockholders of record at the close of business on May 2, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. |
| Voting: | You may vote by proxy over the Internet, by telephone or by mail by following the instructions on the proxy card or voting instruction card. Only stockholders of record of our common stock, par value $0.0001 per share, and Series A Preferred Stock (as defined below) at the close of business on May 2, 2024 are entitled to notice of and to vote at the Annual Meeting. Common Stock: Each share of our common stock outstanding as of the record date is entitled to one vote per share on all matters properly brought before the Special Meeting.Preferred Stock: Each share our Series A-2 Convertible Preferred Stock, par value $0.0001 per share (“Series A-2 Preferred Stock”) and each share of our Series A-3 Convertible Preferred Stock (“Series A-3 Preferred Stock” and together with the Series A-2 Preferred Stock, the “Series A Preferred Stock”) outstanding as of the record date has the right to vote on all matters presented to the stockholders for approval, together with the shares of common stock, voting together as a single class, on an as-converted to common stock basis, based on a conversion price of $6.30 per share and stated value of $1,000 per share. The voting of the Series A Preferred Stock is limited by the SAB Biotherapeutics, Inc. Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Series A Certificate of Designations”). Pursuant to the Series A Certificate of Designations, the holders of Series A Preferred Stock are not entitled to vote their shares of Series A Preferred Stock in excess of the beneficial ownership limitation (the “blocker”) set forth in the Series A Certificate of Designations, as it relates to each holder of Series A Preferred Stock. As of the record date of the Annual Meeting, the “blocker” for each holder of Series A Preferred Stock had been reached, and as such, no shares of Series A Preferred Stock are entitled to vote at the Annual Meeting. For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website https://www.sab.bio, or, if you are a registered holder, contact our transfer agent by writing Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10014. You may also contact our transfer agent via email at cstmail@continentalstock.com or by telephone at (212) 509-4000. |
|---|
By Order of the Board of Directors,
| /s/ Samuel J. Reich | | |
|---|---|---|
| Samuel J. Reich | | |
| Chief Executive Officer and Chairman of the Board | ||
PROXY STATEMENT
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION ABOUT SOLICITATION AND VOTING | 1 |
| QUESTIONS AND ANSWERS ABOUT THE MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS | 14 |
| PROPOSAL NUMBER 1: ELECTION OF DIRECTORS | 15 |
| PROPOSAL NUMBER 2: AMENDMENT TO 2021 OMNIBUS EQUITY INCENTIVE PLAN | 20 |
| PROPOSAL NUMBER 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 26 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 28 |
| EXECUTIVE OFFICERS | 31 |
| EXECUTIVE COMPENSATION | 32 |
| EQUITY COMPENSATION PLAN INFORMATION | 37 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 37 |
| REPORT OF THE AUDIT COMMITTEE | 39 |
| WHERE YOU CAN FIND ADDITIONAL INFORMATION | 39 |
| OTHER MATTERS | 39 |
PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 27, 2024
May 30, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.