NextCure Inc

DEF 14A 1 tm242753-4_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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:

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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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NextCure, Inc.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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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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MESSAGE FROM OUR CHAIRMAN AND OUR CEO

Dear Stockholders:

We are pleased to invite you to join us for the 2024 Annual Meeting of Stockholders of NextCure, Inc., to be held on Thursday, June 20, at 10:00 a.m. Eastern Time, virtually over the internet atwww.virtualshareholdermeeting.com/NXTC2024, during which time you will be able to vote your shares electronically and submit questions.

At the 2024 Annual Meeting, we will be asking you to elect the two nominees named in the accompanying proxy statement to serve as Class II directors for three-year terms ending in 2027. Beginning on page 7, you will find detailed information about the qualifications of both our director nominees and our continuing directors, who we believe bring a diverse set of strengths and expertise to bear when representing your interests.

Our Board of Directors is committed to governance practices that are appropriately tailored to our business and guiding NextCure toward delivering on our commitment to discovering and developing innovative medicines that treat cancer patients who do not respond to, or who have disease progression on, current therapies, through the use of differentiated mechanisms of action including Antibody-Drug Conjugates (ADCs), antibodies and proteins.

In addition to the election of directors, as discussed beginning on page 7, we are also asking stockholders to ratify our audit committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Finally, as discussed beginning on page 30, we are also asking stockholders to approve an amendment to our Amended and Restated Certificate of Incorporation that would exculpate our officers from certain liabilities consistent with Delaware legislation recently enacted.

On behalf of the Board of Directors and the NextCure team, we would like to thank you for your continued support. We look forward to your participation at the Annual Meeting.

Sincerely,

David Kabakoff, Ph.D.

Chairman of the Board

President & Chief Executive Officer

April 26, 2024

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NextCure, Inc.

9000 Virginia Manor Road, Suite 200

Beltsville, Maryland 20705

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of NextCure, Inc.:

We will hold the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of NextCure, Inc. (the “Company,” “NextCure,” “we,” “us,” or “our”) on June 20, 2024 at 10:00 a.m. Eastern Time, as a virtual meeting held entirely over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions online by visitingwww.virtualshareholdermeeting.com/ NXTC2024 and entering the 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials (the “Notice”), on your proxy card (the “Proxy Card”), or in the voting instructions that accompanied the proxy materials (the “Proxy Materials”).

Items of Business:

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To elect as directors the two nominees named in the accompanying Proxy Statement to a term of three years each, or until their successors have been elected and qualified.

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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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To approve an amendment to our Amended and Restated Certificate of Incorporation to provide for the exculpation of Company officers.

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The proposed Amended and Restated Certificate of Incorporation reflecting the proposed amendment is attached as Appendix A to the accompanying proxy statement and is incorporated herein by reference.

These matters are more fully described in the proxy statement accompanying this notice (the “Proxy Statement”). In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered.

We are pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish our Proxy Materials, consisting of this Notice of Annual Meeting, the Proxy Statement, the Proxy Card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) via the Internet. On April 26, 2024, we commenced mailing the Notice to stockholders (as of the record date), which Notice contains instructions on how to access our Annual Meeting materials and vote via the Internet, by mail or by telephone. The Notice also contains instructions on how to request a paper copy of our Proxy Materials and the 2023 Annual Report. This process allows us to provide our stockholders with the information they need on a timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our Proxy Materials.

Your vote is important. Whether or not you expect to participate in the Annual Meeting, the Board of Directors encourages you to review the accompanying Proxy Statement for information relating to each of the proposals and to cast your vote promptly.

By Order of the Board of Directors,

President & Chief Executive Officer

April 26, 2024