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Nurix Therapeutics Inc

For the period ended May 20, 2024. Filed Mar 27, 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.

May 20, 2024 · Filed Mar 27, 2024

NRIX$15.30+3.1%Stored close · as of Nov 6, 2026
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DEF 14A 1 ny20018253x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

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 Pursuant to §240.14a-12

NURIX THERAPEUTICS, INC.

(Name of Registrant as Specified in Its Charter)

N/A

(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.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 20, 2024

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (Annual Meeting) of Nurix Therapeutics, Inc. (Nurix) is scheduled to be held on Monday, May 20, 2024, at 9:30 a.m. (Pacific Time). The meeting will be held as a virtual meeting only, via live audio webcast. You will not be able to attend the meeting in person. We believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world.

You will be able to participate in and vote during the meeting by joining the live webcast atwww.virtualshareholdermeeting.com/NRIX2024 on Monday, May 20, 2024, at 9:30 a.m. (Pacific Time). It is important that you retain a copy of the control number found on the proxy card or voting instruction form, as such number will be required in order for stockholders to gain access to the virtual meeting.

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1.To elect two Class I directors, each to serve a three-year term through the third annual meeting of stockholders following this meeting and until his or her successor has been elected and qualified or until his or her earlier resignation or removal.
2.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2024.
3.To approve, on a non-binding advisory basis, the compensation of Nurix’s named executive officers as disclosed in the proxy statement for the Annual Meeting.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 21, 2024, are entitled to receive notice of, and to vote at, the meeting and any adjournments thereof. On or about March 27, 2024, we expect to mail to stockholders a Notice of Internet Availability of Proxy Materials (the Notice of Internet Availability) containing instructions on how to access our proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended November 30, 2023 (Annual Report). The Notice of Internet Availability also provides instructions on how to vote through the internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail, if desired.

For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available upon request by any stockholder for any purpose relating to the meeting. Stockholders can request the list of stockholders through our investor relations website atir.nurixtx.com/shareholder-resources/contact-ir.

Your vote as a Nurix stockholder is very important. Each share of common stock that you own represents one vote.

For questions regarding your stock ownership, you may contact us through our website atir.nurixtx.com/shareholder-resources/contact-ir or, if you are a registered holder, our transfer agent, Equiniti Trust Company, LLC, by email through their website athttp://equiniti.com/us/ast-access or by phone at (800) 937-5449. Whether or not you expect to attend the virtual meeting, we encourage you to read the proxy statement and vote through the internet or by telephone, or to request, sign and return your proxy card as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Proxy Information” in the proxy statement. Information on or accessible through our website is not incorporated by reference in the proxy statement.

​​By Order of the Board of Directors,
​​
​​Arthur T. Sands, M.D., Ph.D.
​​President and Chief Executive Officer
San Francisco, California​​
March 27, 2024​​

Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting of Stockholders to be held on May 20, 2024: the Proxy Statement and our Annual Report are available athttp://www.proxyvote.com. You will need the control number included on your proxy card or voting instruction form, or included in the e-mail to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the virtual meeting.

PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

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