Cellectar Biosciences, Inc.
For the period ended Jun 13, 2025. Filed Apr 28, 2025.
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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 13, 2025 · Filed Apr 28, 2025
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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
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 |
CELLECTAR BIOSCIENCES, 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. |
|---|---|
| ☐ | 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. |
**Cellectar Biosciences, Inc.
100 Campus Drive
Florham Park, New Jersey 07932
**Notice of 2025 Annual Meeting of Stockholders
To Be Held on June 13, 2025
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Cellectar Biosciences, Inc. (the “Company”) will be held on Friday, June 13, 2025, at 10:00 A.M., local time, virtually over the internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions online by visiting https://web.viewproxy.com/clrb/2025 and entering the 11-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card, or the voting instructions that accompanied the proxy materials. We will hold the Annual Meeting for the following purposes:
| 1. | To vote upon the election of two Class II directors named in this proxy statement; |
| 2. | To ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | To approve an amendment to our Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio between 1:10 and 1:30, if and when determined by our Board of Directors (the “Reverse Split Proposal”); |
| 4. | To hold a non-binding advisory vote to approve named executive officer compensation; |
| 5. | To approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the Reverse Split Proposal; and |
| 6. | To transact such other business as may properly come before the Annual Meeting. |
Stockholders of record at the close of business on Thursday, April 17, 2025, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please authorize proxies to cast your votes today by following the easy instructions in the Notice of Internet Availability of Proxy Materials or, if you requested a printed set of proxy materials, on the proxy card enclosed with the proxy materials.
YOUR VOTE IS IMPORTANT
You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares in person.
Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend in person.
You can find detailed information regarding voting in the section entitled “General Information” in the accompanying proxy statement.
**IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2025:
The Notice of the Annual Meeting, the Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available at https://web.viewproxy.com/clrb/2025.
By order of the Board of Directors
Chad J. Kolean, Secretary
Florham Park, New Jersey
April 28, 2025
TABLE OF CONTENTS
| GENERAL INFORMATION | 2 |
|---|---|
| QUESTIONS AND ANSWERS | 2 |
| PROPOSAL 1 ELECTION OF DIRECTORS | 8 |
| Class II Director Nominees | 8 |
| Recommendation | 9 |
| Class III Directors – Term Expiring 2026 | 9 |
| Class I Directors – Term Expiring 2027 | 10 |
| PROPOSAL 2 RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 11 |
| Changes in Independent Registered Public Accounting Firm | 11 |
| Audit and Other Fees Paid to Baker Tilly | 12 |
| Audit and Other Fees Paid to Deloitte & Touche, LLP | 13 |
| Policy on Pre-Approval of Audit and Non-Audit Services | 13 |
| Recommendation | 13 |
| AUDIT COMMITTEE REPORT | 14 |
| PROPOSAL 3 APPROVAL OF AN Amendment to our Second Amended and Restated Certificate of Incorporation TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK AT A RATIO BETWEEN 1:10 AND 1:30, IF AND WHEN DETERMINED BY OUR BOARD OF DIRECTORS | 15 |
| Recommendation | 22 |
| PROPOSAL 4 ADVISORY VOTE ON EXECUTIVE COMPENSATION | 23 |
| Recommendation | 23 |
| PROPOSAL 5 APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE THE REVERSE SPLIT PROPOSAL | 24 |
| Recommendation | 24 |
| EXECUTIVE OFFICERS | 25 |
| CORPORATE GOVERNANCE | 26 |
| Classified Board of Directors | 26 |
| Director Independence | 26 |
| Board Leadership Structure | 26 |
| Board Committees | 27 |
| Director Qualification Standards | 28 |
| Code of Business Conduct and Ethics | 28 |
| Insider Trading Policy | 28 |
| Compensation Committee Interlocks and Insider Participation | 29 |
| Role of the Board in Risk Oversight | 29 |
| Evaluations of the Board of Directors | 29 |
| Meetings of the Board of Directors | 29 |
| Director Attendance at the Annual Meeting of Stockholders | 29 |
| Prohibition on Hedging and Pledging of Company Securities | 30 |
| Communications with the Board | 30 |
| CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS | 31 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 |
| COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS | 36 |
| Executive Compensation | 36 |
| Equity Awards | 36 |
| Employment Agreements | 37 |
| 2024 Outstanding Equity Awards at Fiscal Year-End | 37 |
| Policies and Practices Regarding Long-Term Incentive Awards | 39 |
| Risks Related to Compensation Policies and Practices | 39 |
| Pay Versus Performance | 40 |
| 2024 Director Compensation | 43 |
| WHERE YOU CAN FIND MORE INFORMATION | 43 |
APPENDIX A: Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split
CELLECTAR BIOSCIENCES, INC.
**PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To be held on June 13, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.