Harmony Biosciences Holdings, Inc.
For the period ended May 15, 2025. Filed Apr 4, 2025.
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May 15, 2025 · Filed Apr 4, 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 ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to ☐ 240.14a-11(c) or ☐ 240.14a-2 |
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Harmony Biosciences Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
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. |
HARMONY BIOSCIENCES HOLDINGS, INC.
630 W. GERMANTOWN PIKE, SUITE 215
PLYMOUTH MEETING, PENNSYLVANIA 19462
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 1:00 p.m. Eastern Time on May 15, 2025 via online webcast at www.virtualshareholdermeeting.com/HRMY2025.
Dear Stockholders of Harmony Biosciences Holdings, Inc.:
The 2025 annual meeting of stockholders (the “Annual Meeting”) of Harmony Biosciences Holdings, Inc., a Delaware corporation (“Harmony”), will be held virtually on May 15, 2025 at 1:00 p.m. Eastern Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast at www.virtualshareholdermeeting.com/HRMY2025. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and Harmony. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world. In order to attend and vote at the Annual Meeting, please follow the instructions in “Questions and Answers About the Proxy Materials and Our Annual Meeting: What do I need to do to attend the Annual Meeting virtually?” on page 3.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | to elect three Class II directors to serve until our 2028 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025; and |
| 3. | to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Our board of directors has fixed the close of business on March 17, 2025 as the record date (the “Record Date”) for the Annual Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
In seeking to reduce costs, we are primarily furnishing proxy materials to our stockholders electronically as permitted by the U.S. Securities and Exchange Commission. Unless an election has been affirmatively made to receive printed paper copies of the materials by mail, stockholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions for accessing the proxy materials free of charge over the Internet. On or about April 4, 2025, we expect to mail the Notice to our stockholders of record as of the Record Date.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2025:
The proxy statement for the Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available free of charge at https://www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote in advance via the Internet, telephone or mail. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote during the meeting, you must follow the instructions from your broker, bank or other nominee.
We appreciate your continued support of Harmony.
By order of the Board of Directors,
/s/ Jeffrey M. Dayno
Dr. Jeffrey M. Dayno, President, Chief Executive Officer and Director
Plymouth Meeting, Pennsylvania
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