Tectonic Therapeutic, Inc.
For the period ended Jun 6, 2025. Filed Apr 25, 2025.
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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 6, 2025 · Filed Apr 25, 2025
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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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(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 |
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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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490 Arsenal Way
Suite 210
Watertown, MA 02472
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 6, 2025
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Tectonic Therapeutic, Inc., a Delaware corporation (the “Company”). The meeting will be held on Friday, June 6, 2025 at 8:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/TECX2025. A complete list of record stockholders will be available for examination on a reasonably accessible electronic network 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 info@tectonictx.com. The meeting will be held for the following purposes:
| 1. | To elect the Board’s two nominees for Class I director named as nominees in this Proxy Statement to hold office until the 2028 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until their earlier death, resignation or removal. |
| 2. | To ratify the appointment by the Audit Committee of the Board of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| 3. | To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement. |
| 4. | To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s Named Executive Officers. |
| 5. | To conduct any other business properly brought before the Annual Meeting or any adjournment or postponement thereof. |
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 webcast. Stockholders of record at the close of business on April 14, 2025 and their proxy holders will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/TECX2025 and entering the 16-digit 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 maylog-in beginning at 7:45 a.m. Eastern Time, on Friday, June 6, 2025.
Only stockholders of record at the close of business on April 14, 2025 and their proxy holders may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Alise Reicin
Alise Reicin
President and Chief Executive Officer
Watertown, Massachusetts
April 25, 2025
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Friday, June 6, 2025 at 8:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/TECX2025.
The proxy statement and annual report to stockholders are available at www.proxyvote.com.
You are cordially invited to attend the meeting online. Whether or not you expect to attend the 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 meeting. Even if you have voted by proxy, you may still vote online if you attend the meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.