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Beam Therapeutics Inc

For the period ended Jun 4, 2025. Filed Apr 18, 2025.

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About this filing

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 4, 2025 · Filed Apr 18, 2025

BEAM$26.41+2.1%Stored close · as of Nov 6, 2026
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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 under §240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than 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

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 4, 2025

Dear Stockholders:

We are pleased to notify you that we will hold the 2025 annual meeting of the stockholders (the “Annual Meeting”) of Beam Therapeutics Inc. (“Beam”, “we”, “us”, or “our”) via live webcast on June 4, 2025, at 12:30 p.m., Eastern Daylight Time, in a virtual meeting format atwww.virtualshareholdermeeting.com/BEAM2025 for the following purposes:

To elect Mark Fishman, M.D., Carole Ho, M.D., and Kathleen Walsh as our Class II directors, to serve for three-year terms until the 2028 annual meeting of our stockholders, and until his or her successor shall have been duly elected and qualified;

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025;

To approve, on an advisory basis, the compensation of our named executive officers (“NEOs”); and

To transact such other business as may properly come before the Annual Meeting or any continuations, adjournments and postponements thereof.

Our Board of Directors has established the close of business on April 8, 2025 as the record date for the Annual Meeting. This means that you are entitled to vote at the Annual Meeting (by remote communication or by proxy) if our stock records show that you owned our common stock at that time.

Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either by remote communication at the virtual meeting or by proxy. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend the virtual meeting. You will need the 16-digit control number included with the Notice, on your proxy card, or the instructions that accompany your proxy materials to attend the Annual Meeting virtually via the Internet.

Thank you for your continued support of Beam Therapeutics Inc. We look forward to seeing you at the Annual Meeting.

By Order of the Board of Directors,

John Evans

Chief Executive Officer and Director

April 18, 2025

Cambridge, Massachusetts

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 4, 2025: Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to make our proxy materials available to all of our stockholders over the Internet. We will be able to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 18, 2025, we will commence sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), containing instructions on how to access our proxy statement for the Annual Meeting and our 2024 Annual Report on Form 10-K to stockholders. The Notice also provides instructions on how to vote online or vote by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.

Virtual Meeting Format: The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you will be able to attend the Annual Meeting online, vote your shares and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/BEAM2025. Details regarding how to attend the Annual Meeting online are more fully described in the Notice and this proxy statement.

TABLE OF CONTENTS

Page
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS1
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING2
MANAGEMENT AND CORPORATE GOVERNANCE6
EXECUTIVE OFFICERS15
COMPENSATION DISCUSSION AND ANALYSIS16
COMPENSATION COMMITTEE REPORT24
EXECUTIVE COMPENSATION25
PAY VERSUS PERFORMANCE37
DIRECTOR COMPENSATION40
AUDIT COMMITTEE REPORT42
DELINQUENT SECTION 16(a) REPORTS43
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS44
PROPOSAL NO. 1—ELECTION OF DIRECTORS46
PROPOSAL NO. 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM47
PROPOSAL NO. 3—ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION49
TRANSACTION OF OTHER BUSINESS50
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT51
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS53
GENERAL MATTERS54
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.