AXE COMPUTE INC.
For the period ended Dec 30, 2024. Filed Nov 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.
Dec 30, 2024 · Filed Nov 27, 2024
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DEF 14A 1 def14a_122724.htm DEFINITIVE PROXY STATEMENT
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 | ☐ |
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-12 |
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PREDICTIVE ONCOLOGY 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 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 |
91 43 rd Street, Suite 110
Pittsburgh, Pennsylvania 15201
Telephone: (412) 432-1500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 30, 2024
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Predictive Oncology Inc. (the “Company”) on December 30, 2024, at 12:00 PM (Eastern Time) at the offices of DLA Piper LLP (US) at 1001 Liberty Avenue, Suite 500, Pittsburgh, Pennsylvania, 15222 for the following purposes:
| 1. | To elect three Class III directors to hold office until the 2027 Annual Meeting of Stockholders; |
| 2. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Proposal”); |
| 3. | To vote on a proposal to approve the 2024 Equity Incentive Plan (the “Plan Proposal”); |
| 4. | To vote on a non-binding advisory resolution to approve compensation of the Company’s executive officers as disclosed in the proxy statement accompanying this Notice; and |
| 5. | To transact any other business as may properly come before the Annual Meeting or any adjournments thereof. |
These items of business are more fully described in the proxy statement accompanying this Notice.
The record date for the Annual Meeting is November 27, 2024. Only stockholders of record at the close of business on that date are entitled to vote at the meeting or any adjournment thereof, or by proxy.
By Order of the Board of Directors,
/s/ Raymond Vennare
Raymond Vennare
Chief Executive Officer
Pittsburgh, Pennsylvania
November 27, 2024
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote your shares. You may vote your proxy over the Internet or by completing and returning the proxy card mailed to you. Voting instructions are printed on your proxy card and included in the proxy statement. Any stockholder attending the meeting may vote in person, even if you have previously submitted your vote. 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 legal proxy issued in your name from that record holder.
**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON DECEMBER 30, 2024:
The Notice of Annual Meeting of Stockholders, the Proxy Statement and form of proxy card for the Annual meeting are available at www.annualgeneralmeetings.com/poai2024/.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING | 1 |
|---|---|
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 6 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 9 |
| RELATED PARTY TRANSACTIONS | 13 |
| EQUITY COMPENSATION PLAN INFORMATION | 13 |
| EXECUTIVE COMPENSATION | 15 |
| DIRECTOR COMPENSATION | 19 |
| PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS | 24 |
| PROPOSAL No. 3: APPROVAL OF 2024 Equity INCENTIVE PLAN | 28 |
| Proposal no. 4: “Say-On-Pay” Vote | 32 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 |
| OTHER MATTERS | 34 |
91 43 rd Street, Suite 110
Pittsburgh, Pennsylvania
Telephone: (412) 432-1500
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 30, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.