Starling Oncology, Inc.
For the period ended May 7, 2025. Filed Mar 27, 2025.
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May 7, 2025 · Filed Mar 27, 2025
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DEF 14A 1 d836146ddef14a.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 |
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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 under §240.14a-12 |
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The Oncology Institute, Inc.
(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):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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18000 Studebaker Rd., Suite 800
Cerritos, California 90703
LETTER TO STOCKHOLDERS
March 27, 2025
Dear Stockholder:
You are cordially invited to attend this year’s annual meeting of stockholders of The Oncology Institute, Inc. on May 7, 2025, at 11:00 A.M. Pacific Time. The annual meeting will be a completely “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.proxydocs.com/TOI and entering the control number included on your proxy card or in the instructions that accompany your proxy materials.
Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the annual meeting, your vote is important and we encourage you to vote promptly. You may vote by either marking, signing and returning the enclosed proxy card or using the telephone or voting on the internet. For specific instructions on voting, please refer to the instructions on your enclosed proxy card. If you attend the annual meeting you will have the right to revoke the proxy and vote your shares virtually at the meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.
Sincerely yours,
DANIEL VIRNICH
CHIEF EXECUTIVE OFFICER
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 7, 2025
| When | Thursday, May 7, 2025 at 11:00 a.m. PDT | How to Vote in Advance | |
|---|---|---|---|
| Where | Virtually at www.proxydocs.com/TOI | By Mail | Complete, sign, date and return your proxy card or voting instruction form |
| Proposal 1 | Election of eight nominees named in the proxy statement to serve on the Board of Directors. The Board of Directors recommends a vote “FOR” each nominee. | By Internet | You can vote your shares online at www.proxypush.com/TOI |
| Proposal 2 | Ratification of the appointment of BDO USA, P.C. (“BDO”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. The Board of Directors recommends a vote “FOR”. | By Phone | You can vote your shares by calling 1-866-308-2713 |
| Proposal 3 | Approval to amend the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split if deemed appropriate by the Company’s Board of Directors (the “2025 Reverse Stock Split Proposal”). The Board of Directors recommends a vote “FOR”. | ||
| Any other business which may properly come before the annual meeting or any adjournment or postponement. | Your vote is important. Please vote as soon as possible by one of the methods shown above. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability in hand and follow the below instructions: | ||
| Who Can Vote | Only owners of record of the Company’s issued and outstanding common stock as of the close of business on March 17, 2025. Each share of common stock is entitled to one vote. | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 7, 2025 | |
| Date of Mailing | We intend to mail a Notice of Internet Availability of Proxy Materials on or about March 27, 2025. | ||
In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) has been mailed to the majority of our stockholders, while other stockholders will instead receive paper copies of the documents accessible on the Internet. We will first send and/or make available this Proxy Statement and the form of proxy for our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to our stockholders on or about March 27, 2025. It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting. If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Internet Availability Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice of Internet Availability of Proxy Materials used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders of record during the Annual Meeting.
THE ONCOLOGY INSTITUTE, INC.
BY ORDER OF THE BOARD OF DIRECTORS
DANIEL VIRNICH
CHIEF EXECUTIVE OFFICER
Cerritos, California
Dated: March 27, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.