Nuvation Bio Inc.
For the period ended May 21, 2025. Filed Apr 8, 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.
May 21, 2025 · Filed Apr 8, 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
(Amendment No. )
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Filed by a Party other than the Registrant ☐
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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-12 |
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INVITATION TO 2025 ANNUAL MEETING OF STOCKHOLDERS
DATE: May 21, 2025
TIME: 11:00 a.m. EDT
PLACE: Live audio webcast at www.virtualshareholdermeeting.com/NUVB2025
Dear Stockholders:
Please join me at the Annual Meeting of Stockholders (Annual Meeting) of Nuvation Bio Inc. (we, us, Nuvation Bio or the Company) on May 21, 2025 at 11:00 a.m. EDT. At the Annual Meeting, we will ask you to (i) elect the Board of Directors’ nominees Kathryn E. Falberg and David Hung, M.D. as directors of the Company to serve until the 2028 Annual Meeting and their successors are duly elected and qualified, (ii) ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, (iii) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement, and (iv) conduct any other business properly brought before the Annual Meeting.
It is important that your shares be represented at the Annual Meeting. We have provided in the accompanying proxy statement instructions on how to vote your shares. Please vote as soon as possible.
Sincerely yours,
David Hung, M.D.
President and Chief Executive Officer
1500 Broadway, Suite 1401
New York, New York 10036
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 21, 2025
To the Stockholders of Nuvation Bio Inc.:
The Annual Meeting of stockholders of Nuvation Bio Inc. will be held via a live audio webcast at www.virtualshareholdermeeting.com/NUVB2025, on May 21, 2025, at 11:00 a.m. (Eastern Time), for the following purposes:
| 1. | To elect the Board of Directors’ two nominees for director named in the proxy statement accompanying this Notice of Annual Meeting of Stockholders (the Proxy Statement) to serve until the 2028 Annual Meeting and their successors are duly elected and qualified. Holders of Class A Stock and holders of Class B Stock voting together as one class will elect one director, and holders of Class B Stock will elect one director. |
Holders of Class A Stock and holders of Class B Stock will vote together as one class on all other proposals.
| 2. | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. |
| 4. | To conduct any other business properly brought before the Annual Meeting. |
These items of business are more fully described in the Proxy Statement.
This year’s Annual Meeting will be held virtually through a live webcast. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/NUVB2025 and entering the 16-digit Control Number included in your proxy card or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the Proxy Statement. You may login beginning at 10:45 a.m. (Eastern Time), on May 21, 2025.
The record date for the Annual Meeting is March 25, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
Stephen Dang
Senior Vice President, General Counsel and Secretary
New York, New York
IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING ONLINE. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD USING THE ENCLOSED RETURN ENVELOPE OR VOTE OVER THE TELEPHONE OR ON THE INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE ONLINE 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 CARD ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.
THANK YOU FOR ACTING PROMPTLY.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.