Foghorn Therapeutics Inc.
For the period ended Jun 17, 2025. Filed May 5, 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 17, 2025 · Filed May 5, 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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FOGHORN THERAPEUTICS INC.
(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
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Foghorn Therapeutics Inc. (the “Company” or “Foghorn”) will be held on June 17, 2025, at 9 a.m. Eastern Time. The Annual Meeting will be a virtual-only meeting. In order to attend the Annual Meeting, you must register atwww.proxydocs.com/FHTX. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you to access, and to vote and submit questions during, the Annual Meeting. Details regarding how to attend and vote at the Annual Meeting are more fully described in the Important Notice Regarding the Availability of Proxy Materials, your proxy card and our proxy statement.
The Annual Meeting will be held for the purpose of considering and voting on the following Company-sponsored proposals:
| 1. | To elect Stuart Duty, Neil J. Gallagher, M.D., Ph.D., Adrian Gottschalk, and Ian F. Smith as Class II directors, each for a three-year term. |
| 2. | To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025. |
We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.
These proposals are more fully described in the proxy statement accompanying this notice. This notice, our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024 can be accessed at the following website: www.proxydocs.com/FHTX.
Our Board of Directors recommends that you vote “for” each nominee for Class II director (Proposal No. 1) and “for” ratification of the proposed independent registered public accounting firm (Proposal No. 2).
April 28, 2025 has been fixed as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.
Your vote is important. Whether or not you expect to attend the virtual-only Annual Meeting, we urge you to vote your shares by following the instructions in the Important Notice Regarding the Availability of Proxy Materials that you previously received and submit your proxy by the Internet or telephone or by signing, dating and returning your proxy card in order to ensure that your vote is recorded. If you choose to attend the virtual-only Annual Meeting, you may still vote your shares during the Annual Meeting, even if you have previously voted or returned your proxy by any of the methods described in our proxy statement. If your shares are held in a bank or brokerage account, please refer to the materials provided by your bank or broker for voting instructions.
All stockholders are extended a cordial invitation to attend the virtual-only Annual Meeting. Thank you for your ongoing support of and interest in Foghorn Therapeutics Inc.
By Order of the Board of Directors
Adrian Gottschalk
Chief Executive Officer
May 5, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 17, 2025 | 2 |
| IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 3 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 7 |
| MANAGEMENT AND CORPORATE GOVERNANCE | 10 |
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 22 |
| AUDIT COMMITTEE REPORT | 30 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 32 |
| PROPOSAL NO. 1—ELECTION OF DIRECTORS | 34 |
| PROPOSAL NO. 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 35 |
| GENERAL MATTERS | 36 |
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PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Tuesday, June 17, 2025 at 9 a.m. Eastern Time
This proxy statement, along with the accompanying Notice of 2025 Annual Meeting of Stockholders, contains information about the 2025 Annual Meeting of Stockholders of Foghorn Therapeutics Inc., including any adjournments or postponements of the meeting, which we refer to as the “Annual Meeting.” The Annual Meeting will be conducted virtually only, via live webcast, at 9 a.m. Eastern Time on June 17, 2025.
In this proxy statement, we refer to Foghorn Therapeutics Inc. as “Foghorn,” “the Company,” “we” and “us.”
This proxy statement relates to the solicitation of proxies by our Board of Directors for use at the Annual Meeting.
On or about May 5, 2025, we made available this proxy statement and the attached Notice of 2025 Annual Meeting of Stockholders to all stockholders entitled to vote at the Annual Meeting, and we began sending the Important Notice Regarding the Availability of Proxy Materials to those stockholders. Although not part of this proxy statement, we have also made available with this proxy statement our Annual Report on Form 10-K for the year ended December 31, 2024, containing our financial statements for the fiscal year ended December 31, 2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.