SCYNEXIS INC
For the period ended Jun 25, 2025. Filed Apr 30, 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 25, 2025 · Filed Apr 30, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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 |
SCYNEXIS, 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 |
SCYNEXIS, INC.
1 Evertrust Plaza, 13 th Floor
Jersey City, New Jersey, 07302
(201) 884-5485
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 25, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of SCYNEXIS, Inc., a Delaware corporation. The meeting will be held on June 25, 2025, at 9:30 a.m., Eastern time. The annual meeting will be a virtual meeting of stockholders, which will be conducted only via a live audio webcast. Instructions on how to participate in the annual meeting and demonstrate proof of stock ownership are posted atwww.virtualshareholdermeeting.com/SCYX2025. The annual meeting will be held for the following purposes:
| 1. | To elect the SCYNEXIS Board of Directors’ seven nominees as directors to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. |
| 2. | To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of SCYNEXIS for the fiscal year ending December 31, 2025. |
| 3. | To vote, on an advisory basis, on the compensation paid to SCYNEXIS’s named executive officers. |
| 4. | To conduct any other business properly brought before the meeting. |
These items of business are more fully described in the proxy statement accompanying this Notice.
The record date for the annual meeting was April 28, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
You will only be able to attend the virtual annual meeting by using your 16-digit control number provided on the Notice of Internet Access and Availability, or the proxy card or voter instruction form, you receive to enter the annual meeting. Therefore, it is important to retain your copy of your Notice of Internet Access and Availability or proxy card or voter instruction form you receive to enable you to gain access to the virtual annual meeting.
Whether or not you are able to attend the annual meeting, it is important that your shares be represented. We have provided in the accompanying proxy statement instructions on how to vote your shares. Please vote as soon as possible.
A list of SCYNEXIS stockholders of record will be open for examination by any stockholder beginning ten days prior to the meeting at our corporate headquarters located at 1 Evertrust Plaza, 13 th Floor, Jersey City, New Jersey, 07302. If you would like to view the list, please contact our Corporate Secretary to schedule an appointment by calling (201) 884-5485 or writing to him at the address above. In addition, the list will be available for inspection by stockholders on the virtual meeting website during the meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 25, 2025, at 9:30 a.m. Eastern time at www.virtualshareholdermeeting.com/SCYX2025.
The proxy statement and annual report to stockholders are available at www.proxyvote.com
The Board of Directors recommends that you vote FOR each of the SCYNEXIS Board of Directors’ seven nominees as directors as set forth in Proposal 1, and FOR each of Proposals 2 and 3, in each case as identified above.
By Order of the Board of Directors
/s/ Scott Sukenick
Scott Sukenick Corporate Secretary and Chief Legal Officer Jersey City, New Jersey
April 30, 2025
You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please vote over the telephone or on the internet as instructed in these materials, or complete, date, sign and return the enclosed proxy, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. 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 should contact that record holder for instructions on how to vote your shares.
SCYNEXIS, Inc.
1 Evertrust Plaza, 13 th Floor
Jersey City, New Jersey, 07302
(201) 884-5485
PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
JUNE 25, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 25, 2025, at 9:30 a.m. Eastern time at www.virtualshareholdermeeting.com/SCYX2025. The proxy statement and annual report to stockholders are available at www.proxyvote.com
Meeting Agenda
| Proposal No. | Proposal | Board Vote Recommendation |
| 1 | Election of the SCYNEXIS Board of Directors’ seven nominees as directors to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified | For each SCYNEXIS director nominee |
| 2 | Ratification of the selection, by the Audit Committee of the Board of Directors, of Deloitte & Touche LLP as the independent registered public accounting firm of SCYNEXIS, Inc. for its fiscal year ending December 31, 2025 | For |
| 3 | Advisory approval of the compensation of our named executive officers as disclosed in this proxy statement | For |
On or about April 30, 2025, we intend to first mail to most of our stockholders at the close of business on the Record Date a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy materials and make this proxy statement and the form of proxy available. The Notice contains instructions on how to access those documents over the internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, our 2024 Annual Report and a form of proxy card or voting instruction card. All stockholders who do not receive a Notice will receive a paper copy of the proxy materials by mail. We believe that this process will allow us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.
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