Equillium Inc

For the period ended May 22, 2024. Filed Apr 11, 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 22, 2024 · Filed Apr 11, 2024

EQ$1.51+13.5%Stored close · as of Nov 6, 2026

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DEF 14A 1 d726485ddef14a.htm DEF 14A

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

☐	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

(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

2223 Avenida De La Playa, Suite 105

La Jolla, CA 92037

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Virtual Meeting Only – No Physical Meeting Location

To Be Held On May 22, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Equillium, Inc., a Delaware corporation (the “Company”). The meeting will be held on Wednesday, May 22, 2024, starting at 1:00 p.m. (Pacific Time). The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.proxydocs.com/EQ. A complete list of record stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting date. If you would like to view the list, please email us at ir@equilliumbio.com. The meeting will be held for the following purposes:

1.	To elect the Board’s three nominees for Class III director named as nominees in this Proxy Statement to hold office until the 2027 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until their earlier death, resignation or removal;

To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio in the range of 1-for-2 to 1-for-10, inclusive, with such ratio to be determined in the discretion of our Board of Directors and with such reverse stock split to be effected at such time and date, if at all, as determined by our Board of Directors in its sole discretion;

3.	To ratify the appointment by the Audit Committee of the Board of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

4.	To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement;

5.	To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers; and

6.	To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The Annual Meeting will be held virtually through a live audio webcast. Stockholders of record at the close of business on April 1, 2024 and their proxy holders will be able to attend the Annual Meeting, submit questions and vote during the live audio webcast by visiting www.proxydocs.com/EQ and entering the Control Number included in your Notice of Internet Availability or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log in beginning at 12:45p.m. Pacific Time, on May 22, 2024.

Only stockholders of record at the close of business on April 1, 2024 and their proxy holders may vote at the meeting or any adjournment thereof.

Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting to Be Held on May 22, 2024 starting at 1:00 p.m. (Pacific Time) at

www.proxydocs.com/EQ.

The proxy statement and annual report to stockholders are available at* *www.proxydocs.com/EQ

Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.

By Order of the Board of Directors,

Bruce D. Steel President and Chief Executive Officer La Jolla, California April 11, 2024

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting.

2223 Avenida De La Playa, Suite 105

La Jolla, CA 92037

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

Virtual Meeting Only – No Physical Meeting Location

To Be Held On May 22, 2024

This proxy statement (the “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2023 (the “Annual Report” and, together with this Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or “Board of Directors”) of Equillium, Inc. (the “Company,” “Equillium,” “we,” “us,” or “our”), in connection with our 2024 annual meeting of stockholders (the “Annual Meeting”). The Notice of Annual Meeting and this Proxy Statement are first being distributed or made available, as the case may be, on or about April 11, 2024.

MEETING AGENDA

Proposals	Voting Standard	Board Recommendation
Election of directors named in this Proxy Statement.	The nominees receiving the most “For” votes will be elected.	FOR each of the Board’s nominees for director
Approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio in the range of 1-for-2 to 1-for-10, inclusive, with such ratio to be determined in the discretion of our Board of Directors and with such reverse stock split to be effected at such time and date, if at all, as determined by our Board of Directors in its sole discretion.	“For” votes from a majority of the votes cast on this proposal is required for approval.	FOR
Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending 2024.	“For” votes from a majority of the shares present virtually or represented by proxy and entitled to vote on the matter is required for approval.	FOR
Advisory approval of the compensation of the Company’s named executive officers.	“For” votes from a majority of the shares present virtually or represented by proxy and entitled to vote on the subject is required for approval.	FOR
Advisory vote on the frequency of stockholder advisory votes on executive compensation.	The affirmative vote of a majority of the shares present virtually or represented by proxy and entitled to vote on the matter.*	FOR Three Years

*	If none of the proposed voting frequencies receives affirmative votes from a majority of the shares present virtually or represented by proxy and entitled to vote on the matter, we will consider the frequency receiving the highest number of affirmative votes to be the frequency preferred by our stockholders.

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