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Candel Therapeutics, Inc.

For the period ended Jun 26, 2024. Filed May 30, 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 30, 2024

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DEF 14A 1 d777600ddef14a.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

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Securities Exchange Act of 1934

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117 Kendrick St, Suite 450

Needham, MA 02494

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held June 26, 2024

Notice is hereby given that the 2024 Annual Meeting of Stockholders, or Annual Meeting, of Candel Therapeutics, Inc., will be held online on June 26, 2024 at 10:00 a.m. Eastern Time. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/CADL2024 where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with your proxy card in order to attend the Annual Meeting. The purpose of the Annual Meeting is the following:

1.To elect three Class III directors to our board of directors, to serve until the 2027 annual meeting of stockholders and until their successor has been duly elected and qualified, or until their earlier death, resignation or removal;
2.To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
3.To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The proposal for the election of directors relates solely to the election of three Class III directors nominated by the board of directors.

Only Candel Therapeutics, Inc. stockholders of record at the close of business on May 15, 2024, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

Beginning on or about May 30, 2024, we are mailing a paper copy of the accompanying proxy statement and our Annual Report for the fiscal year ended December 31, 2023, or 2023 Annual Report, to our stockholders of record at the close of business on May 15, 2024.

Please see the “General Information” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Annual Meeting, including the ability of stockholders to submit questions during the Annual Meeting, and technical details and support related to accessing the virtual platform.

Your vote is important. Whether or not you expect to attend the virtual meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating and returning the proxy card. Even if you have voted by proxy, you may still vote at the virtual meeting. Please note, however, that if your shares are held through a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

By order of the Board of Directors,

/s/ Paul Peter Tak

Paul Peter Tak, M.D., Ph.D.

Chief Executive Officer

Needham, MA

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