Pyxis Oncology, Inc.
For the period ended Sep 25, 2024. Filed Sep 25, 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.
Sep 25, 2024 · Filed Sep 25, 2024
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DEF 14A 12024_pyxs-special_mtg_14.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 under § 240.14a-12 |
PYXIS ONCOLOGY, 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 per Exchange Act Rules 14a-6(i)(1) and 0-11. |
321 Harrison Avenue
Boston, Massachusetts 02118
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 23, 2024
DEAR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Pyxis Oncology, Inc., a Delaware corporation, will be held on October 23, 2024 at 10:00 a.m. Eastern Standard Time in a virtual meeting format only. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. In order to attend the Special Meeting, you must register atwww.proxydocs.com/PYXS. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Special Meeting and to vote and submit questions during the Special Meeting. We recommend that you log in a few minutes before 10:00 a.m., Eastern Standard Time, on October 23, 2024, to ensure you are logged in when the Special Meeting begins.
During the Special Meeting, stockholders will be asked to consider the following matters, as more fully described in the proxy statement accompanying this notice:
| 1. | the approval of an amendment to the 2021 Equity and Incentive Plan to increase the available shares by 5,500,000 shares (the "Plan Amendment"); |
| 2. | to approve the adjournment of the Special Meeting, if necessary, in the reasonable discretion of the Chairperson of the Board, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Plan Amendment; and |
| 3. | the transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof. |
These items of business are more fully described in the proxy statement accompanying this notice.
Stockholders of record at the close of business on September 9, 2024 are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the meeting.
YOUR VOTE IS IMPORTANT.
You may cast your vote over the Internet, by telephone, or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the Special Meeting and to vote your shares in person virtually. Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Special Meeting, regardless of whether you plan to attend.
You can find detailed information regarding voting in the section titled “General Information” on pages 1 through 4 of the accompanying proxy statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 23, 2024
The notice of the Special Meeting and proxy statement are available at www.proxydocs.com/PYXS.
You will be asked to enter the control number located on your proxy card
to access the Company’s materials and vote through www.proxydocs.com/PYXS.
| BY ORDER OF THE BOARD OF DIRECTORS | ||
| | | |
| | | Lara Sullivan, M.D. President and Chief Executive Officer |
Boston, Massachusetts
September 25, 2024
TABLE OF CONTENTS
| GENERAL INFORMATION | | | 1 |
|---|---|---|---|
| PROPOSAL ONE: APPROVAL OF THE PLAN AMENDMENT | | | 5 |
| PROPOSAL TWO: ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY | 10 | ||
| DIRECTOR COMPENSATION | | | 11 |
| EXECUTIVE COMPENSATION | | | 13 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 19 | ||
| ADDITIONAL INFORMATION | | | 22 |
| APPENDIX A-1 | 23 | ||
| APPENDIX A-2 | 24 | ||
321 Harrison Avenue
Boston, Massachusetts 02118
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 23, 2024
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.