VACCINEX INC
For the period ended May 9, 2024. Filed Apr 2, 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.
May 9, 2024 · Filed Apr 2, 2024
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DEF 14A 1 d769033ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**(Rule 14a-101) **
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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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(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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| ☐ | 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. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 2024
The annual meeting of stockholders of Vaccinex, Inc. will be held at our corporate headquarters, located at 1895 Mount Hope Avenue, Rochester, New York 14620, on Thursday, May 9, 2024 at 2:00 p.m., Eastern Time, for the following purposes, which are more fully described in the accompanying proxy statement:
| • | to elect the three directors named in the attached proxy statement; |
| • | to approve, on an advisory basis, the compensation of our named executive officers (“say-on-pay”); |
| • | to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; |
| • | to approve the first amendment to the Vaccinex, Inc. 2018 Omnibus Incentive Plan to (i) add a one-time automatic increase in the shares of common stock issuable under the 2018 Plan, (ii) increase the percentage by which the shares of common stock issuable under the 2018 Plan automatically increase each year, and (iii) extend the term of the plan; |
| • | to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
| • | to transact such other business as may properly come before the annual meeting or at any adjournment of the meeting. |
Our board of directors has fixed the close of business on March 22, 2024 as the record date for determining the stockholders entitled to notice of and to vote at the annual meeting and at any adjournment of the annual meeting.
By Order of the Board of Directors
Dr. Maurice Zauderer
President and Chief Executive Officer
Rochester, New York
April 2, 2024
Your Vote is Important**.** Whether or not you expect to attend the annual meeting of stockholders, we hope you will vote as soon as possible. You may vote by the internet, by telephone or by mailing a proxy card or voting instruction form. We encourage you to vote using the internet, as it is the most cost-effective way to vote. If you own your shares through a broker, we encourage you to follow the instructions provided by your broker regarding how to vote your shares. Unless you provide your broker with voting instructions, your broker may not vote your shares onnon-discretionary items such as the proposal to elect the two director nominees. See the “What happens if I do not give specific voting instructions?” section, below.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 9, 2024
Our proxy statement and Annual Report to Stockholders are also available online at
www.proxyvote.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.