HCW Biologics Inc.
For the period ended Jun 17, 2025. Filed Apr 28, 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 17, 2025 · Filed Apr 28, 2025
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DEF 14A 1 proxy_statement_2025.04.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 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 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. |
April 28, 2025
To Our Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders, or the Annual Meeting, of HCW Biologics Inc. on Tuesday, June 17, 2025 at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, conducted only via live webcast atwww.virtualshareholdermeeting.com/HCWB2025. You will be able to attend and participate in the Annual Meeting online, submit questions during the meeting and vote your shares electronically. In addition, although the live webcast is available only to stockholders at the time of the meeting, following completion of the Annual Meeting, a webcast replay will be available atwww.virtualshareholdermeeting.com/HCWB2025 for a period of one year after the Annual Meeting.
We are proceeding under the Securities and Exchange Commission rule that allows us to furnish proxy materials to our stockholders over the internet, although we may choose to send a full set of proxy materials to some of our stockholders. We believe that this electronic proxy process expedites stockholders’ receipt of proxy materials and lowers the costs and reduces the environmental impact of our Annual Meeting.
On or about April 28, 2025, we will commence sending a Notice of Annual Meeting and Internet Availability to our stockholders along with instructions on how to access our Proxy Statement and Annual Report and authorize a proxy to vote your shares online. Please use this opportunity to take part in our affairs by voting on the business to come before the Annual Meeting. Our board of directors has fixed the close of business on April 22, 2025, as the record date for the Annual Meeting, or the Record Date, and only stockholders of record as of the Record Date may vote at the Annual Meeting and any postponements or adjournments of the meeting. All stockholders are cordially invited to participate in the Annual Meeting and any postponements or adjournments of the meeting. Returning the paper proxy card or voting electronically does NOT deprive you of your right to participate in the virtual meeting and to vote your shares for the matters acted upon at the meeting.
Your vote is important. Whether or not you expect to attend and participate in the Annual Meeting, please vote as soon as possible by submitting your proxy electronically via the internet or, if you requested paper copies of the proxy materials, by telephone by following the instructions in the proxy materials or by completing, signing and dating the proxy card and returning it in the enclosed postage paid envelope.
On behalf of the board of directors, thank you for your participation in this important annual process.
Sincerely,
Hing C. Wong, Ph.D.
Founder and Chief Executive Officer
2929 N. Commerce Parkway
Miramar, Florida 33025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 17, 2025: THE PROXY STATEMENT, PROXY CARD AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 ARE AVAILABLE FREE OF CHARGE ATwww.proxyvote.com
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held June 17, 2025
| Time and Date: | June 17, 2025 at 10:00 a.m., Eastern Time. |
|---|---|
| Place: | The Annual Meeting will be a virtual meeting conducted exclusively online via live audio webcast on the internet at www.virtualshareholdermeeting.com/HCWB2025. By logging on this website with the control number included on your proxy card or voting instruction form at the designated time, stockholders and proxyholders of record as of the record date identified below may be deemed present in person and eligible vote at the Annual Meeting. |
| Items of Business: | 1. Elect the Class I directors listed in the accompanying proxy statement to serve a three-year term expiring at the 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. |
| 2. Ratify the appointment of Crowe LLP as the independent registered public accounting firm of HCW Biologics Inc. for the fiscal year ending December 31, 2025. | |
| 3. 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 April 22, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. |
| Proxy Voting: | Each share of common stock that you own represents one vote. |
| For questions regarding your stock ownership, you may contact us through our website at https://investors.hcwbiologics.com/ir-resources/contact-us or email us at info@hcwbiologics.com, or, if you are a registered holder, contact our transfer agent, Equiniti Trust Company, LLC, through its website at www.equiniti.com or by phone at (800) 937-5449. |
By Order of the Board of Directors,
Hing C. Wong, Ph.D.
Founder and Chief Executive Officer
Miramar, FL
April 28, 2025
Whether or not you expect to participate in the virtual Annual Meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.
Table of Contents
Page
| INFORMATION ABOUT SOLICITATION AND VOTING | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS, VOTING, AND THE MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS | 12 |
| PROPOSAL ONE: DIRECTOR ELECTION | 15 |
| PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 20 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 22 |
| EXECUTIVE OFFICERS | 24 |
| EXECUTIVE COMPENSATION | 25 |
| EQUITY COMPENSATION PLAN INFORMATION | 30 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 31 |
| DELINQUENT SECTION 16(A) REPORTS | 34 |
| REPORT OF THE AUDIT COMMITTEE | 35 |
| HOUSEHOLDING | 35 |
| STOCKHOLDER PROPOSALS | 36 |
| OTHER MATTERS | 37 |
PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, JUNE 17, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.