Century Therapeutics Inc

For the period ended Jun 20, 2024. Filed Apr 26, 2024.

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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 20, 2024 · Filed Apr 26, 2024

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Contents

PROXY STATEMENT v

	TABLE OF CONTENTS

	EXECUTIVE COMPENSATION					24
	SUMMARY COMPENSATION TABLE					24
	PLEDGING AND HEDGING POLICIES					27
	COMPENSATION RECOVERY POLICY					27
	OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END					27
	EMPLOYMENT AGREEMENTS					28
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					32
	EQUITY COMPENSATION PLAN INFORMATION					35
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					36
	ITEMS TO BE VOTED ON					39
	PROPOSAL 1: ELECTION OF CLASS III DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027					39
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024					40
	PROPOSAL 3: APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS OF THE COMPANY AS PERMITTED BY RECENT AMENDMENTS TO DELAWARE LAW					41
	PROPOSAL 4: ADJOURNMENT OF THE ANNUAL MEETING TO THE EXTENT THERE ARE INSUFFICIENT VOTES AT THE ANNUAL MEETING TO APPROVE THE IMMEDIATELY PRECEDING PROCPSAL.					43
	OTHER INFORMATION					44
	OTHER MATTERS					44
	REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING					44
	STOCKHOLDER COMMUNICATIONS TO THE BOARD					44
	AVAILABILITY OF MATERIALS					45

PROXY STATEMENT

This Proxy Statement, with the enclosed proxy card, is being furnished to stockholders of Century Therapeutics, Inc. in connection with the solicitation by our Board of proxies to be voted at our Annual Meeting and at any postponements or adjournments thereof. The Annual Meeting will be held on Thursday, June 20, 2024, at 9:00 a.m., Eastern Time, via the Internet at https://web.lumiconnect.com/265375813, using the password century2024.

This Proxy Statement and the enclosed proxy card are first being furnished to our stockholders on or about April 26, 2024. The Notice of Internet Availability of Proxy Materials being mailed to the stockholders is not part of the Proxy Statement.

Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |v

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.