Eledon Pharmaceuticals, Inc.
For the period ended Jun 10, 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 10, 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 |
|---|---|
| ☐ | 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 |
Eledon Pharmaceuticals, 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 |
|---|---|
| ☐ | 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 ANNUAL MEETING OF STOCKHOLDERS
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Eledon Pharmaceuticals, Inc., to be held at the Company’s corporate office, located at 19800 MacArthur Boulevard, Suite 250, Irvine, California on Wednesday, June 10, 2025 at 11:30 a.m., Pacific time. The Annual Meeting is being convened to consider and vote on the following proposals:
To elect Keith A. Katkin, Allan D. Kirk, M.D., Ph.D., FACS. and John S. McBride as Class II directors to serve until Eledon’s 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified;
To approve an amendment to the Company’s Restated Certificate of Incorporation, (as amended, the “Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 200,000,000 to 300,000,000;
To approve an amendment to the Certificate of Incorporation, to provide for exculpation of certain officers; and
To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025.
In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
The accompanying Proxy Statement more fully describes these matters and we urge you to read the information contained in the Proxy Statement carefully.
Important Notice Regarding the Availability of Proxy Materials. The Proxy Statement and our annual report to stockholders for the fiscal year ended December 31, 2024 are available to our stockholders on the website atwww.proxydocs.com/ELDN. Stockholders may also request a printed set of the proxy materials by following the instructions in the Notice of Internet Availability.
We encourage all stockholders to attend the Annual Meeting in person. However, whether or not you plan to attend the Annual Meeting in person, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on each of your voting options described in the Proxy Statement. You will be able to vote your shares at the meeting in person or by proxy, either over the Internet, by mail or by phone.
The record date for the Annual Meeting of Stockholders is April 11, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any postponement or adjournment thereof.
On behalf of the Board of Directors,
/s/ David-Alexandre C. Gros
David-Alexandre C. Gros, M.D.
Chief Executive OfficerApril 29, 2025
YOUR VOTE IS IMPORTANT
Please vote via the Internet or telephone.
Internet: www.proxypush.com/ELDN
Phone: 1-866-229-2195
If you received a proxy card or voting instruction form, please mark, sign and date it when received andreturn it promptly in the self-addressed, stamped envelope provided to you.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS | 2 |
|---|---|
| PROPOSAL 1: ELECTION OF CLASS II DIRECTORS | 7 |
| General | 7 |
| Biographical Information of Nominees for Class II Directors | 7 |
| Biographical Information Concerning the Class III Directors Whose Term of Office Expires at the 2026 Annual Meeting of Stockholders is Set Forth Below | 8 |
| Biographical Information Concerning the Class I Directors Whose Term of Office Expires at the 2027 Annual Meeting of Stockholders is Set Forth Below | 9 |
| Vote Required: Recommendation of the Board of Directors | 10 |
| CORPORATE GOVERNANCE | 11 |
| Corporate Governance Matters | 11 |
| DIRECTOR COMPENSATION | 19 |
| 2024 Non-Employee Director Compensation Policy | 19 |
| Fiscal Year 2024 Director Compensation Table | 20 |
| EXECUTIVE OFFICERS | 21 |
| EXECUTIVE COMPENSATION | 22 |
| Summary Compensation Table | 22 |
| Agreements with Named Executive Officers | 25 |
| Outstanding Equity Awards at Fiscal Year End 2024 | 28 |
| Pay Versus Performance Table | 29 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 32 |
| INFORMATION REGARDING RECENT FINANCING TRANSACTION | 33 |
| STOCK OWNERSHIP AND REPORTING | 35 |
| Security Ownership of Certain Beneficial Owners and Management | 35 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD | 37 |
| PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 200,000,000 TO 300,000,000 | 38 |
| Summary | 38 |
| Reasons for the Authorized Share Increase Amendment | 38 |
| Possible Effects if Proposal 2 is Approved | 39 |
| Possible Effects if Proposal 2 is Not Approved | 39 |
| Effectiveness of Amendment to Certificate of Incorporation | 39 |
| Vote Required; Recommendation of the Board of Directors | 40 |
| PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF CERTAIN OFFICERS | 41 |
| Summary | 41 |
| Reasons for and Effect of the Amendment if Approved | 41 |
| Effectiveness of Amendment to Certificate of Incorporation | 42 |
| Vote Required; Recommendation of the Board of Directors | 42 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 43 |
| Audit Fees and Services | 43 |
| Pre-Approval Policies and Procedures | 43 |
| Change in Independent Registered Public Accounting Firm | 43 |
| PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 45 |
| Vote Required; Recommendation of the Board of Directors | 45 |
| OTHER MATTERS | 46 |
| Stockholder Proposals for our 2026 Annual Meeting | 46 |
| Householding of Annual Meeting Materials | 46 |
| APPENDIX A – Authorized Share Increase Amendment to the Certificate of Incorporation | A-1 |
| APPENDIX B – OFFICER EXCULPATION AMENDMENT AND CLARIFYING AMENDMENT TO THE CERTIFICATE OF INCORPORATION | B-1 |
Website References
You may also access additional information about our Company athttp://ir.eledon.com. References to our website throughout this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.