BioAge Labs, Inc.
For the period ended Jun 5, 2025. Filed Apr 17, 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.
Jun 5, 2025 · Filed Apr 17, 2025
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DEF 14A 12025_bioa_proxy_statemen.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 (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 Pursuant to §240.14a-12 |
BIOAGE LABS, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(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 |
April 17, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of BioAge Labs, Inc. (the “Company") to be held virtually on Thursday, June 5, 2025 at 3:30 p.m., Eastern Standard Time. The attached notice and proxy statement describe the formal business to be transacted at the Annual Meeting.
We are furnishing proxy materials to our stockholders over the Internet. You may read, print and download our 2025 Annual Report to Stockholders and our Proxy Statement at www.proxydocs.com/BIOA. On or about April 17, 2025, we will mail our stockholders a notice containing instructions on how to access these materials and how to vote their shares. The notice provides instructions on how you can request a paper copy of these materials by mail, by telephone or by email. If you requested your materials via email, the email contains voting instructions and links to the materials on the Internet.
You may vote your shares by regular mail or in person at the Annual Meeting. The Annual Meeting is being held so that stockholders may consider the election of directors and the ratification of the appointment of KPMG LLP, our independent registered public accounting firm, for the year ending December 31, 2025.
Our Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” each matter to be considered.
On behalf of the Board of Directors and the officers and employees of BioAge Labs, Inc., I would like to take this opportunity to thank our stockholders for their continued support of the Company. We look forward to seeing you at the Annual Meeting.
Sincerely,
Jean-Pierre Garnier, Ph.D.Chair of the Board
TABLE OF CONTENTS
| Page | |
|---|---|
| Notice of Annual Meeting of Stockholders | 2 |
| Proxy Statement for the 2025 Annual Meeting of Stockholders | 3 |
| Information About Solicitation and Voting | 3 |
| Internet Availability of Proxy Materials | 3 |
| General Information About the Annual Meeting | 3 |
| General Proxy Information | 4 |
| Corporate Governance Standards And Director Independence | 6 |
| Proposal No. 1 Election of Class I Directors | 13 |
| Proposal No. 2 Ratification of Independent Registered Public Accounting Firm | 17 |
| Report of the Audit Committee | 18 |
| Security Ownership of Certain Beneficial Owners and Management | 19 |
| Delinquent Section 16(A) Reports | 21 |
| Executive Officers | 22 |
| Executive Compensation | 23 |
| Certain Relationships and Related Party Transactions | 27 |
BIOAGE LABS, INC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.