Boundless Bio Inc
For the period ended Jun 23, 2025. Filed Apr 29, 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 23, 2025 · Filed Apr 29, 2025
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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
(Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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BOUNDLESS BIO, 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 all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Boundless Bio, Inc.
10955 Alexandria Way, Suite 100
San Diego, CA 92121
Notice of Annual Meeting of Stockholders
To be held on June 23, 2025
Dear Stockholder:
Notice is hereby given that the 2025 Annual Meeting of Stockholders of Boundless Bio, Inc., a Delaware corporation, will be held on Monday, June 23, 2025 at 8:00 a.m. Pacific Time for the following purposes, as more fully described in the accompanying proxy statement:
to elect Christine Brennan, Ph.D. and Nancy Whiting, Pharm.D. as Class I directors to hold office until our 2028 annual meeting of stockholders;
to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and
to transact any other business properly brought before the meeting.
The record date for the meeting is April 25, 2025. Only stockholders of record at the close of business on the record date, or their legal proxy holders, are entitled to notice of and vote at the meeting.
The meeting will be held entirely online via live audio webcast. Please visit www.proxydocs.com/BOLD for more details. You may register to attend the meeting at www.proxydocs.com/BOLD. You will be able to vote online during the meeting as further described beginning on page 2 of the accompanying proxy statement. You will need the control number included on your Notice of Internet Availability of Proxy Materials, your proxy card, or on the instructions that accompanied your proxy materials to attend the meeting. If your shares are held in “street name,” you should contact your bank, broker, or other organization that holds your shares to obtain your control number to attend the meeting. Stockholders and proxy holders attending the meeting online will be deemed to be present in person.
By Order of the Board of Directors,
/s/ Jessica Oien
Jessica Oien
Chief Legal Officer
San Diego, California
May 6, 2025
Please vote your shares promptly to help ensure the presence of a quorum at the meeting. You may vote your shares over the Internet or via a toll-free telephone number. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card by completing, signing, dating, and returning it. Please follow the instructions in the accompanying proxy statement to vote.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT THE MEETING | 1 |
| SUMMARY OF MATTERS TO BE VOTED ON | 1 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 2 |
| BOARD OF DIRECTORS | 7 |
| CORPORATE GOVERNANCE | 10 |
| EXECUTIVE OFFICERS | 15 |
| EXECUTIVE COMPENSATION AND OTHER INFORMATION | 16 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 25 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 26 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 29 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD | 31 |
| PROPOSAL 1 ELECTION OF DIRECTORS | 32 |
| PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 33 |
| OTHER MATTERS | 34 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 34 |
PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
To be held on June 23, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.