Silence Therapeutics plc
For the period ended Jun 26, 2025. Filed May 16, 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 26, 2025 · Filed May 16, 2025
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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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(incorporated and registered in England and Wales under the Companies Act 2006
with registered number 02992058)
Registered Office: 27 Eastcastle Street, London W1W 8DH, United Kingdom
May 16, 2025
Dear Shareholder:
We are pleased to provide details of the 2025 Annual General Meeting (the “AGM”) of Silence Therapeutics plc to be held on Thursday, June 26, 2025, at 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time), at 72 Hammersmith Rd. London, W14 8TH and electronically viahttps://meetings.lumiconnect.com/100-996-389-736. The AGM will be held as a hybrid general meeting so that holders of ordinary shares will be able to participate in the meeting in person or electronically.
Details regarding the business to be conducted at AGM and admission to the AGM are described in the accompanying Notice of Annual General Meeting of Shareholders and proxy statement.
Your vote is important. We hope you will vote as soon as possible. You may vote through any of the means described in the accompanying proxy statement, or, if you are a holder of our American Depositary Shares (“ADSs”), the ADS proxy card provided to you. Please carefully review the instructions on each of your voting options described in this proxy statement, the notice, and, if applicable, the voting instructions.
Thank you for your ongoing support of and continued interest in Silence Therapeutics plc. We look forward to receiving your vote in respect of the business to be conducted at the AGM.
Yours sincerely,
/s/ Iain Ross
Iain Ross
Chairman
(incorporated and registered in England and Wales under the Companies Act 2006
with registered number 02992058)
Registered Office: 27 Eastcastle Street, London W1W 8DH, United Kingdom
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on June 26, 2025
NOTICE is hereby given that the 2025 Annual General Meeting (the “AGM”) of Silence Therapeutics plc, a public limited company incorporated under the laws of England and Wales (referred to herein as the “Company,” “we,” “us” and “our”), will be held on Thursday, June 26, 2025, at 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time), at 72 Hammersmith Rd. London, W14 8TH and electronically viahttps://meetings.lumiconnect.com/100-996-389-736, for transaction of the following business:
Ordinary Resolutions
| 1. | To re-appoint as a director Dave Lemus, who retires in accordance with the articles of association. |
| 2. | To re-appoint as a director Tim McInerney, who retires in accordance with the articles of association. |
| 3. | To re-appoint as a director Iain Ross, who retires in accordance with the articles of association. |
| 4. | To re-appoint as a director Craig Tooman, who retires in accordance with the articles of association. |
| 5. | To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. |
| 6. | To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of our named executive officers. |
| 7. | To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2025. |
| 8. | To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of our next annual general meeting of shareholders. |
| 9. | To authorize the Audit & Risk Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2025. |
| 10. | To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2024 (the “2024 U.K. Annual Report”). |
| 11. | To approve our directors’ remuneration report for the year ended December 31, 2024, which is set forth as Annex A to the proxy statement and on pages 32 to 56 (inclusive) of the 2024 U.K. Annual Report. |
| 12. | That, in accordance with Article 159.13(b) of the articles of association, Article 159 of the articles of association shall apply with effect from the conclusion of this AGM to the conclusion of the next annual general meeting of the Company. |
Special Resolution
| 13. | That, with effect from the conclusion of the AGM, the draft articles of association produced to the AGM and, for the purpose of identification, initialed by the Chairman, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company’s existing articles of association. |
Please refer to the attached proxy statement for detailed information on each of the resolutions, which are set forth in the attached proxy statement as resolutions 1 through 13. We encourage you to read the proxy statement in its entirety before voting. Our board of directors has approved each resolution and recommends that shareholders entitled to vote at the AGM vote in favor of each of the resolutions.
Resolutions 1 through 12 will be proposed as ordinary resolutions and under English law, assuming that a quorum is present, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.
Resolution 13 will be proposed as a special resolution under English law. Assuming that a quorum is present, a special resolution is passed on a poll if it is approved by holders representing not less than 75% of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.
Voting on all resolutions at the AGM will be conducted by way of a poll, rather than a show of hands.
The result of the shareholder votes on the ordinary resolutions in resolutions 5, 6, 10 and 11 will not require our board of directors or any committee thereof to take any action. Our board of directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on these resolutions.
Only those ordinary shareholders of record as of 6:00 p.m. London time (1:00 p.m. Eastern Daylight Time) on Tuesday, June 24, 2025 will be entitled to attend, speak and vote at the AGM. Ordinary shareholders attending the AGM will have the right to ask questions at the AGM in accordance with the Companies Act 2006 (the “Companies Act”).
Your vote is important, regardless of the number of shares or American Depositary Shares (“ADSs”) you own. Holders of ordinary shares who attend the AGM in person or electronically viahttps://meetings.lumiconnect.com/100-996-389-736 will be able to vote during the AGM. However, to make sure your shares are represented at the AGM, please vote as soon as possible. Holders of ordinary shares entitled to attend and vote at the AGM are entitled to appoint a proxy (or, if they hold more than one ordinary share, proxies) to exercise all or any of their rights to attend, speak and vote at the AGM. Such proxy need not be one of our shareholders of record. Holders of our ordinary shares may vote by proxy either electronically via the Investor Centre app or web browser at https://uk.investorcentre.mpms.mufg.com/ by no later than 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time) on Tuesday, June 24, 2025. Alternatively, you may be able to appoint a proxy electronically via the CREST electronic proxy appointment service or if you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. A hard copy form of proxy has not been sent to you, but you can request one directly from our registrar, MUFG Corporate Markets. You may revoke your proxy in the manner described in the accompanying proxy statement. Holders of our ADSs may vote by following the voting instructions in the attached proxy statement.
The results of the polls taken on the resolutions at the AGM and any other information required by the Companies Act will be made available on our website (http://www.silence-therapeutics.com) as soon as reasonably practicable following the AGM and available for the required period thereafter. The results will also be announced by the filing of a Current Report on Form 8-K with the U.S. Securities and Exchange Commission. The inclusion of our website address here and elsewhere in the attached proxy statement does not include or incorporate by reference the information on our website into this Notice or the proxy statement.
By Order of the Board
/s/ Rhonda Hellums
Rhonda Hellums
Company Secretary
May 16, 2025
Registered office:
27 Eastcastle Street
London
W1W 8DH
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on Thursday, June 26, 2025 at 1:00 p.m. London time (8:00 a.m. Eastern Daylight Time), at 72 Hammersmith Rd. London, W14 8TH and electronically via
https://meetings.lumiconnect.com/100-996-389-736.
The proxy statement and annual report to shareholders are available athttp://www.silence-therapeutics.com. Information included on our website, other than the proxy materials, is not part of our proxy soliciting materials.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.