Cullinan Therapeutics Inc
For the period ended Jun 26, 2024. Filed May 16, 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.
Jun 26, 2024 · Filed May 16, 2024
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DEF 14A 1 d929103ddef14a.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 |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §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 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 |
|---|
May 16, 2024
Dear Cullinan Stockholder:
I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Cullinan Therapeutics, Inc. (formerly Cullinan Oncology, Inc.) (the “Company”). The meeting will be held online on June 26, 2024 at 10:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost to the stockholder. The meeting will be conducted via live webcast.
Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of Internet Availability of Proxy Materials (“Notice of Availability”) and Proxy Statement.
At the Annual Meeting, the agenda includes:
| • | the election of two (2) Class I directors, Anne-Marie Martin and David Meek, each for a three-year term until her or his successor has been duly elected and qualified, or until her or his earlier death, resignation or removal; |
| • | the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
| • | the transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
Under Securities and Exchange Commission rules, the Company is providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. Accordingly, you can access the proxy materials and vote at www.ProxyVote.com. Instructions for accessing the proxy materials and voting are described below and in the Notice of Availability that you received in the mail.
Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, please carefully review the enclosed proxy statement and then cast your vote, regardless of the number of shares you hold. If you are a stockholder of record, you may vote over the Internet, by telephone, by mail, or, if you request to receive a printed set of the proxy materials, by following the directions on the Notice of Availability. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote during the meeting if you decide to virtually attend the Annual Meeting. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if the voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.
We hope that you will join us on June 26, 2024. Your investment and continuing interest in the Company are very much appreciated.
Sincerely,
/s/ Nadim Ahmed
Nadim Ahmed
President and Chief Executive Officer
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| Time | 10:00 a.m., Eastern Time |
|---|---|
| Date | Wednesday, June 26, 2024 |
| Place | Virtual. Details on how to participate are described in the Notice of Availability or by visiting www.ProxyVote.com. |
| Purpose | To elect Anne-Marie Martin and David Meek as Class I directors of the Board of Directors, to serve until the Company’s 2027 Annual Meeting of Stockholders and until her or his successor is duly elected and qualified; To ratify the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and To transact any other business that may properly come before the meeting or any adjournment thereof. |
| Record Date | The Board of Directors has fixed the close of business on April 29, 2024 as the record date for determining stockholders entitled to notice of and to vote at the meeting. |
| Virtual Meeting Admission | All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/CGEM2024 and entering the 16-digit control number included in our Notice of Availability of Proxy Materials being mailed to you separately. |
| Voting by Proxy | If you are a stockholder of record, please vote via the Internet or, for shares held in street name, please submit the voting instruction form you receive from your broker or nominee as soon as possible so your shares can be voted at the meeting. If you are a stockholder of record, you may also vote by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares by mail, over the Internet or by telephone. |
By order of the Board of Directors,
/s/ Jacquelyn Sumer
Jacquelyn Sumer
Corporate Secretary
Cambridge, Massachusetts
May 16, 2024
We first made these proxy materials available to stockholders on or about May 16, 2024. A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”), except for exhibits, will be furnished without charge to any stockholder upon written request to Cullinan Therapeutics, Inc., One Main Street, Suite 1350, Cambridge, Massachusetts 02142, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are also available on the SEC’s website at*** www.sec.gov*****.**
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.