Seres Therapeutics Inc
For the period ended Mar 13, 2025. Filed Mar 13, 2025.
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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.
Mar 13, 2025 · Filed Mar 13, 2025
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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 |
(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. |
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| ☐ | 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. |
Seres Therapeutics, Inc.
PROXYSTATEMENT
Annual Meeting of Stockholders April 10, 20258:00 a.m. Eastern Time
To Our Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Seres Therapeutics, Inc. at 8:00 a.m. Eastern time, on Thursday, April 10, 2025 (the “Annual Meeting”). The Annual Meeting will be held online. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/MCRB2025.
The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section called “Who Can Attend the 2025 Annual Meeting of Stockholders?” on page 3 of the proxy statement for more information about how to attend the meeting online.
Whether or not you attend the Annual Meeting webcast, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Instructions regarding how you can vote are contained on the proxy card. You may also vote online during the Annual Meeting. Instructions on how to vote during the meeting will be available at www.virtualshareholdermeeting.com/MCRB2025.
Thank you for your support.
Sincerely,
Eric D. Shaff
President and Chief Executive Officer
| Notice of Annual Meeting of Stockholders | |
|---|---|
| Proxy Statement | 1 |
| Proposals | 1 |
| Recommendations of the Board | 2 |
| Information About This Proxy Statement | 2 |
| Questions and Answers About the 2025 Annual Meeting of Stockholders | 3 |
| Proposals to be Voted On | 7 |
| Proposal 1: Election of Directors | 7 |
| Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 11 |
| Proposal 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers | 12 |
| Proposal 4: Approval of the Seres Therapeutics, Inc. 2025 Incentive Award Plan | 13 |
| Proposal 5: Approval of Amendments to our Certificate of Incorporation to Effect a Reverse Stock Split | 22 |
| Introduction to Proposals 6 and 7 | 32 |
| Proposal 6: Approval of Amendments to Our Restated Certificate of Incorporation to Clarify Voting Requirements to Amend the Number of Shares of Authorized Common Stock and Preferred Stock | 33 |
| Proposal 7: Approval of Amendments to Our Restated Certificate of Incorporation to Eliminate Supermajority Voting Requirements | 34 |
| Proposal 8: Approval of an Adjournment of the Annual Meeting | 35 |
| Report of the Audit Committee of the Board of Directors | 36 |
| Independent Registered Public Accounting Firm Fees and Other Matters | 37 |
| Executive Officers | 38 |
| Corporate Governance | 39 |
| General | 39 |
| Board Composition | 39 |
| Director Independence | 39 |
| Director Candidates | 39 |
| Communications from Stockholders | 40 |
| Board Leadership Structure and Role in Risk Oversight | 40 |
| Environmental, Social and Corporate Governance Activities | 41 |
| Annual Board Evaluation | 42 |
| Code of Ethics | 42 |
| Anti-Hedging and Anti-Pledging Policy | 42 |
| Attendance by Members of the Board of Directors at Meetings | 42 |
| Committees of the Board | 43 |
| Audit Committee | 43 |
| Compensation and Talent Committee | 44 |
| Nominating and Corporate Governance Committee | 44 |
| Science and Clinical Development Committee | 45 |
| Executive Compensation | 46 |
| General | 46 |
| Details of Our Compensation Program | 47 |
| Executive Compensation Table | 52 |
| Employment Agreements | 54 |
| Pay Versus Performance | 55 |
| Director Compensation | 58 |
| 2024 Director Compensation Table | 58 |
| Equity Compensation Plan Information | 60 |
| Security Ownership of Certain Beneficial Owners and Management | 61 |
| Certain Relationships | 63 |
| Compensation and Talent Committee Interlocks and Insider Participation | 66 |
|---|---|
| Stockholders’ Proposals | 67 |
| Other Matters | 68 |
| Solicitation of Proxies | 69 |
| Appendix A | 71 |
| Appendix B | 88 |
| Appendix C-1 | 90 |
| Appendix C-2 | 91 |
| Appendix D-1 | 92 |
| Appendix D-2 | 94 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.