NextCure Inc
For the period ended Jun 20, 2025. Filed Apr 25, 2025.
View on SEC.govAbout this filing
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, 2025 · Filed Apr 25, 2025
Contents
Cover page
Show cover page
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:
☐
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
NextCure, 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 the appropriate box):
☒
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.
MESSAGE FROM OUR CHAIRMAN AND OUR CEO
Dear Stockholders:
We are pleased to invite you to join us for the 2025 Annual Meeting of Stockholders of NextCure, Inc., to be held on Friday, June 20, at 3:30 p.m. Eastern Time, virtually over the internet atwww.virtualshareholdermeeting.com/NXTC2025, during which time you will be able to vote your shares electronically and submit questions.
At the 2025 Annual Meeting, we will be asking you to elect the three nominees named in the accompanying proxy statement to serve as Class III directors for three-year terms ending in 2028. Beginning on page 8, you will find detailed information about the qualifications of all 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 27, 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, 2025.
For the first time in 2025, NextCure will be holding advisory votes relating to officer compensation. First, on page 30, we are asking stockholders to approve, on an advisory basis, the compensation paid by NextCure to its named executive officers, commonly known as a “Say-on-Pay” vote.
Then on page 42, we are also asking stockholders to vote to indicate their preference, on an advisory basis, for whether a say on pay vote regarding the compensation paid to Company’s named executive officers should take place every one year, every two years or every three years, commonly known as a “Say-on-Frequency” vote.
Also, as discussed beginning on page 43, we are also asking stockholders to approve an amendment to our Amended and Restated Certificate of Incorporation that would effect a reverse stock split of our common stock if, when, and according to a reverse stock split ratio as determined by our Board of Directors.
Finally, as discussed beginning on page 50, we are also asking stockholders to approve one or more adjournments to the 2025 Annual Meeting to solicit additional proxies, if necessary to obtain passage of the reverse stock split proposal.
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 25, 2025
NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, Maryland 20705
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| | | Date: | | | June 20, 2025 | | | Record Date: | | | April 23, 2025 | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Time: | | | 3:30 p.m. ET | | | Attendance: | | | www.virtualshareholdermeeting.com/NXTC2025 | | |
To the Stockholders of NextCure, Inc.:
We will hold the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of NextCure, Inc. (the “Company,” “NextCure,” “we,” “us,” or “our”) on June 20, 2025 at 3:30 p.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/ NXTC2025 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 at the Annual Meeting include:
To elect as directors the three nominees named in the accompanying Proxy Statement to a term of three years each, and until their successors have been duly elected and qualified.
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
To approve, on an advisory basis, the compensation paid by Company to its named executive officers.
To approve, on an advisory basis, whether a vote on the compensation of the Company’s named executive officers should take place every one year, every two years or every three years.
To approve an amendment to our Amended and Restated Certificate of Incorporation that would effect a reverse stock split at a ratio between 1:5 and 1:15, if and when determined by our Board of Directors.
To approve one or more adjournments of the Annual Meeting to solicit additional proxies, if necessary.
The proposed amendment to the Amended and Restated Certificate of Incorporation reflecting the reverse stock split is attached hereto as Appendix A to the accompanying proxy statement (the “Proxy Statement”) and is incorporated herein by reference.
These matters are more fully described in 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, 2024 (the “2024 Annual Report”) via the Internet. On April 25, 2025, 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 2024 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 25, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.