BIOMARIN PHARMACEUTICAL INC
For the period ended May 21, 2024. Filed Apr 9, 2024.
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May 21, 2024 · Filed Apr 9, 2024
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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 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 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 |
About Us
Pioneers in Rare Disease
Founded in 1997, BioMarin Pharmaceutical Inc. (we, us, our, BioMarin or the Company) is a global biotechnology company dedicated to transforming lives through genetic discovery. The Company develops and commercializes targeted therapies that address the root cause of the genetic conditions. BioMarin’s unparalleled research and development capabilities have resulted in eight transformational commercial therapies for patients with rare genetic disorders. The Company’s distinctive approach to drug discovery has produced a diverse pipeline of commercial, clinical, and preclinical candidates as well as successful commercial products. Each of these products and candidates addresses a significant unmet medical need, have well-understood biology, and provide an opportunity to be first-to-market or offer a substantial benefit over existing treatment options.
Our people are driven to discover, develop, and commercialize medicines that give patients, their families, and their caregivers hope where there may be little or none. We drive our research and development engine to discover pioneering breakthrough treatments that align with our strengths and competencies, and we pursue exciting science that has the potential to change the course of disease.
We believe our employees feel connected to their work at BioMarin because they believe in our purpose: the patient. The passion and dedication that our employees bring to work each day is a testament to the inspiration our patients provide and the knowledge of the impact we can make in their lives.
Notice of Annual Meeting of Stockholders
Dear BioMarin Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the Annual Meeting) of BioMarin Pharmaceutical Inc., a Delaware corporation. The Annual Meeting will be held on Tuesday, May 21, 2024 at 9:00 a.m. (Pacific Time), via a live audio webcast atwww.virtualshareholdermeeting.com/BMRN2024 for the following purposes:
| DateMay 21, 2024 | Time9:00 a.m. (Pacific Time) | LocationLive audio webcast at www.virtualshareholdermeeting.com/BMRN2024 |
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| Items of Business | |
|---|---|
| 1 | To elect the 11 nominees for director named in the proxy statement accompanying this Notice of Annual Meeting of Stockholders (the Proxy Statement) to serve until the next Annual Meeting and until their successors are duly elected and qualified; |
| 2 | To ratify the selection of KPMG LLP (KPMG) as the independent registered public accounting firm for BioMarin for the fiscal year ending December 31, 2024; |
| 3 | To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers (NEOs) as disclosed in the Proxy Statement; and |
| 4 | To conduct any other business properly brought before the Annual Meeting. |
These items of business are more fully described in this Proxy Statement. Instructions on how to demonstrate proof of stock ownership and participate in the Annual Meeting will be posted at www.virtualshareholdermeeting.com/BMRN2024 two weeks prior to the date of the Annual Meeting. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting atwww.virtualshareholdermeeting.com/BMRN2024.
Record Date: Monday, March 25, 2024
Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof. A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting athttps://investors.biomarin.com for a period of 10 days ending on the day before the Annual Meeting.
By Order of the Board of Directors
G. Eric Davis
Executive Vice President, Chief Legal Officer and Secretary
San Rafael, California
April 9, 2024
Voting
Whether or not you expect to attend the Annual Meeting, please vote in advance of the meeting using one of the following methods.
TelephoneCall toll-free 1-866-690-6903.
InternetVote online at www.proxyvote.com.
MailFollow the instructions in your proxy materials.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 21, 2024 at 9:00 a.m. via a live audio webcast atwww.virtualshareholdermeeting.com/BMRN2024.
The Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 are available at: www.proxyvote.com.
If you have any questions or need assistance in voting your shares, please call the following firm, which is assisting the Company in the solicitation of proxies:
Innisfree M&A Incorporated
501 Madison Avenue, 20th floor
New York, New York 10022
Stockholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833
| 2024 Proxy Statement | 1 |
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Table of Contents
| Notice of Annual Meeting of Stockholders | 1 |
|---|---|
| Letter from the Chair of Our Board of Directors | 3 |
| Letter from Our President and Chief Executive Officer | 4 |
| 2023 Highlights | 5 |
| Proxy Voting Roadmap | 10 |
| Proposal 1: Election of Directors | 18 |
| Nominees for Director | 19 |
| Identifying and Evaluating Candidates for Director | 32 |
| Stockholder Nominations | 34 |
| Director Independence | 34 |
| Corporate Governance | 35 |
| Corporate Governance Highlights | 35 |
| Stockholder Engagement | 37 |
| Board Structure and Operations | 38 |
| The Board’s Roles and Responsibilities | 40 |
| Committees of the Board | 42 |
| Other Board Governance Information | 48 |
| Independent Director Compensation | 50 |
| Cash Compensation | 52 |
| Equity Compensation | 52 |
| Proposal 2: Ratification of the Selection of the Independent Registered Public Accounting Firm for BioMarin | 54 |
| Independent Registered Public Accounting Firm | 54 |
|---|---|
| Report of the Audit Committee of the Board | 55 |
| Executive Officers | 56 |
| Proposal 3: Advisory Vote on Executive Compensation | 59 |
| Letter from Our Compensation Committee | 60 |
| Executive Compensation | 62 |
| Compensation Discussion and Analysis | 62 |
| Executive Compensation Tables | 92 |
| Stock Ownership Information | 112 |
| Security Ownership of Certain Beneficial Owners and Management | 112 |
| Director and Officer Stock Ownership Guidelines | 113 |
| Anti-Hedging and Anti-Pledging Policy | 115 |
| Delinquent Section 16(a) Reports | 115 |
| Equity Compensation Plan Information | 115 |
| Additional Information | 116 |
| Questions and Answers about these Proxy Materials and Voting | 116 |
| Householding of Proxy Materials | 123 |
| Other Matters | 123 |
| Special Note Regarding Forward-Looking Statements | 124 |
| 2 | 2024 Proxy Statement |
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