Biomea Fusion, Inc.
For the period ended Jun 11, 2025. Filed Apr 28, 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 11, 2025 · Filed Apr 28, 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
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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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To be held June 11, 2025
Notice is hereby given that the 2025 Annual Meeting of Stockholders, or Annual Meeting, of Biomea Fusion, Inc., will be held on June 11, 2025 at 10:00 a.m. Pacific Time. Stockholders may attend the Annual Meeting in person at our corporate headquarters at 900 Middlefield Road, 4th Floor, Redwood City, California 94063. Only stockholders showing proof of ownership will be allowed to attend the Annual Meeting in person. You may also attend the meeting virtually via the Internet at https://www.virtualshareholdermeeting.com/BMEA2025, where you will be able to vote electronically and submit questions. The purpose of the Annual Meeting is the following:
| 1. | to elect three Class I directors, Bihua Chen, Elizabeth Faust, Ph.D. and Sumita Ray, J.D., to our board of directors, to serve until the 2028 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 Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | to approve an amendment to our Amended and Restated Certificate of Incorporation to include an officer exculpation provision that limits the liability of certain of our officers as permitted under current Delaware law; |
| 4. | to approve the adjournment of the Annual Meeting to solicit additional proxies to the extent there are insufficient votes at the Annual Meeting to approve Proposal No. 3; and |
| 5. | 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 I directors nominated by the board of directors.
Only our stockholders of record at the close of business on April 14, 2025 will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.
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,
Michael J.M. Hitchcock, Ph.D. Interim Chief Executive Officer and Director
Redwood City, CA
April 28, 2025
| Page | |
|---|---|
| PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| GENERAL INFORMATION | 2 |
| PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS | 7 |
| PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS BIOMEA FUSION, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025 | 11 |
| PROPOSAL NO. 3 – APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCLUDE AN OFFICER EXCULPATION PROVISION | 13 |
| PROPOSAL NO. 4 –APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING TO SOLICIT ADDITIONAL PROXIES TO THE EXTENT THERE ARE INSUFFICIENT VOTES TO APPROVE OF PROPOSAL NO. 3 | 15 |
| CORPORATE GOVERNANCE | 16 |
| NON-EMPLOYEE DIRECTOR COMPENSATION | 25 |
| EXECUTIVE OFFICERS | 27 |
| EXECUTIVE COMPENSATION | 28 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 34 |
| PRINCIPAL STOCKHOLDERS | 35 |
| DELINQUENT SECTION 16(a) REPORTS | 38 |
| REPORT OF THE AUDIT COMMITTEE | 39 |
| HOUSEHOLDING | 40 |
| STOCKHOLDER PROPOSALS | 40 |
| OTHER MATTERS | 41 |
| ANNEX A | 42 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.