PROKIDNEY CORP.
For the period ended May 28, 2026. Filed Apr 17, 2026.
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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 28, 2026 · Filed Apr 17, 2026
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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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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 Under Rule 14a-12 |
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ProKidney Corp.
(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. |
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| ☐ | Fee previously paid with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Fellow Stockholders:
You are cordially invited to attend the 2026 annual meeting of stockholders of ProKidney Corp. (“ProKidney,” the “Company,” “we,” “us” or “our”), to be held at 399 Boylston Street, Suite 350, Boston, MA 02116 and virtually via live webcast at 10:00 a.m., Eastern Time on Thursday, May 28, 2026.
Details regarding the meeting, the business to be conducted at the meeting, and information about ProKidney Corp. that you should consider when you vote your shares are described in the accompanying proxy statement.
At the annual meeting, three persons will be elected to our board of directors. In addition, we will ask stockholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. The board of directors recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the annual meeting.
We have elected to provide access to our proxy materials over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. Accordingly, on or about April 17, 2026, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2026 annual meeting of stockholders and our 2025 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone, how to access the annual meeting and how to receive a paper copy of the proxy materials by mail.
We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.
Thank you for your continued support of ProKidney Corp.
Sincerely,
Bruce Culleton, M.D. Chief Executive Officer
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TIME: 10:00 a.m., Eastern Time
DATE: May 28, 2026
PHYSICAL LOCATION: 399 Boylston Street, Suite 350, Boston, MA 02116
VIRTUAL ACCESS: www.virtualshareholdermeeting.com/PROK2026
This year’s annual meeting of stockholders (the “annual meeting”) will be held on May 28, 2026 at 10:00 a.m., Eastern Time, physically at 399 Boylston Street, Ste. 350, Boston, MA 02116 and virtually via live webcast at www.virtualshareholdermeeting.com/PROK2026 or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. For purposes of attendance at the annual meeting, all references in this proxy statement to “present in person” or “in person” shall mean physically or virtually present at the annual meeting. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visiting www.proxyvote.com and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials or proxy card that you receive. For further information about the virtual annual meeting, please see the section “Important Information About the Annual Meeting and Voting” beginning on page 3.
PURPOSES:
| 1. | To elect the following three director nominees named in this proxy statement to serve as Class I directors for three-year terms expiring at the annual meeting in 2029 and until their successors are duly elected and qualified: William F. Doyle, Alan M. Lotvin, M.D., and Brian J.G. Pereira, M.D.; |
| 2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3. | To transact such other business that is properly presented at the annual meeting and any adjournments or postponements thereof. |
WHO MAY VOTE:
You may vote if you were the record owner of ProKidney Corp. Class A common stock or Class B common stock at the close of business on April 8, 2026. A list of stockholders of record will be available at the annual meeting and, during the 10 days prior to the annual meeting, at our principal executive offices located at 2000 Frontis Plaza Blvd, Suite 250, Winston-Salem, North Carolina 27103.
All stockholders are cordially invited to attend the annual meeting. Whether you plan to attend the annual meeting or not, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the annual meeting. If you participate in and vote your shares at the annual meeting, your proxy will not be used.
BY ORDER OF OUR BOARD OF DIRECTORS
Bruce Culleton, M.D.
Chief Executive Officer
Winston-Salem, North Carolina
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.