MAXCYTE INC

For the period ended Jun 11, 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 11, 2024 · Filed Apr 26, 2024

MXCT$1.26-3.8%Stored close · as of Nov 6, 2026

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DEF 14A 1 tm242951-1_def14a.htm DEF 14A

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

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

MaxCyte, 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

9713 Key West Avenue, Suite 400

Rockville, Maryland 20850

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 11, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Max Cyte, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on Tuesday, June 11, 2024 at 11:00 a.m. Eastern Time at 9713 Key West Avenue, Suite 400, Rockville, Maryland 20850. The meeting will be held for the following purposes:

To elect the Board’s three nominees as identified in the accompanying Proxy Statement as Class III directors: Will Brooke, John Johnston, and Richard Douglas.

To approve an amendment to the MaxCyte, Inc. 2022 Equity Incentive Plan to increase the shares of the Company’s common stock issuable thereunder by 2,300,000 shares.

To ratify the Audit Committee’s selection of CohnReznick LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024.

To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is April 15, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

		Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Thursday, June 11, 2024 at 9713 Key West Avenue, Suite 400, Rockville, Maryland, 20850:

By Order of the Board of Directors

David Sandoval

Senior Vice President, General

Counsel and Corporate Secretary

Rockville, Maryland

April 26, 2024

		You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy, or vote by telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

9713 Key West Avenue, Suite 400

Rockville, Maryland 20850

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 11, 2024

PROXY SUMMARY

In this Proxy Statement, we refer to MaxCyte, Inc. as the “Company,” “MaxCyte,” “we,” or “us” and the Board of Directors as our “Board.” This Proxy Summary highlights information contained elsewhere in this Proxy Statement in connection with the Company’s 2024 Annual Meeting of Stockholders (the“Annual Meeting”). This Proxy Summary does not contain all of the information you should consider and you should read the entire Proxy Statement before voting.

OVERVIEW OF PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING

Proposals	Page	Voting Standard	Board Recommendation
Election of the three Class III directors named in this Proxy Statement	6	Plurality of shares present in person or represented by proxy and entitled to vote on the matter	“FOR” each director nominee
Approval of an amendment to the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of the Company’s common stock issuable thereunder by 2,300,000 shares.	17	Majority of shares present in person or represented by proxy and entitled to vote on the matter	“FOR”
Ratification of the selection of CohnReznick LLP as the Company’s independent registered public accounting firm for fiscal year 2024	27	Majority of shares present in person or represented by proxy and entitled to vote on the matter	“FOR”

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.