Wave Life Sciences Ltd

For the period ended Aug 5, 2025. Filed Jun 23, 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.

Aug 5, 2025 · Filed Jun 23, 2025

WVE$3.37+4.5%Stored close · as of Nov 6, 2026

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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. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under §240.14a-12

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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.

(Incorporated in the Republic of Singapore)

(Company Registration Number 201218209G)

NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TIME: 11:30 a.m., Eastern Time

DATE: August 5, 2025

PLACE: Wave Life Sciences Ltd., 733 Concord Avenue, Cambridge, MA 02138

To Our Shareholders:

You are cordially invited to attend the 2025 Annual General Meeting of Shareholders of Wave Life Sciences Ltd. to be held at 11:30 a.m., Eastern Time, on Tuesday, August 5, 2025 at 733 Concord Avenue, Cambridge, MA 02138. In this Notice, we refer to the 2025 Annual General Meeting of Shareholders as the “2025 AGM” and we refer to Wave Life Sciences Ltd. as “Wave,” the “Company,” “we,” “us” and “our.” Details regarding the 2025 AGM, the business to be conducted at the 2025 AGM, and information about the Company that you should consider when you vote your shares are described in the attached proxy statement. Shareholders should note that we may be required or it may be advisable to change our meeting arrangements for the 2025 AGM on short notice. Shareholders should refer to Wave’s website at https://ir.wavelifesciences.com/ and/or its announcements for the latest updates on the status of the 2025 AGM.

The 2025 AGM will be held for the following purposes:

As Special Business

1.	(a) To elect Paul B. Bolno, M.D., MBA to serve on the Board of Directors;

(Ordinary Resolution 1(a))

(b)	To elect Mark H.N. Corrigan, M.D. to serve on the Board of Directors;

(Ordinary Resolution 1(b))

(c)	To elect Christian Henry to serve on the Board of Directors;

(Ordinary Resolution 1(c))

(d)	To elect Peter Kolchinsky, Ph.D. to serve on the Board of Directors;

(Ordinary Resolution 1(d))

(e)	To elect Adrian Rawcliffe to serve on the Board of Directors;

(Ordinary Resolution 1(e))

(f)	To elect Ken Takanashi to serve on the Board of Directors;

(Ordinary Resolution 1(f))

(g)	To elect Aik Na Tan to serve on the Board of Directors;

(Ordinary Resolution 1(g))

(h)	To elect Gregory L. Verdine, Ph.D. to serve on the Board of Directors;

(Ordinary Resolution 1(h))

(i)	To elect Heidi L. Wagner, J.D. to serve on the Board of Directors;

(Ordinary Resolution 1(i))

As Ordinary Business

To approve the re-appointment of KPMG LLP to serve as our independent registered public accounting firm and independent Singapore auditor for the year ending December 31, 2025, and to authorize the Audit Committee of the Board of Directors to fix KPMG LLP’s remuneration for services provided through the date of our 2026 Annual General Meeting of Shareholders;

(Ordinary Resolution 2)

3.	To approve our payment of cash and equity-based compensation to non-employee directors for service on the Board of Directors and its committees, in the manner and on the basis as set forth under “Proposal 3: Non-Employee Directors’ Compensation” in the attached proxy statement;

(Ordinary Resolution 3)

As Special Business

To approve a proposed amendment to our 2021 Equity Incentive Plan, as amended, to increase the total number of ordinary shares available for issuance under the 2021 Equity Incentive Plan, as amended, by 8,000,000 ordinary shares in the manner and on the basis as set forth under “Proposal 4: Approval of an Amendment to the 2021 Equity Incentive Plan, as amended” in the attached proxy statement;

(Ordinary Resolution 4)

5.	Pursuant to the provisions of Section 161 of the Companies Act 1967 of Singapore (the “Singapore Companies Act”), and also subject to the provisions of the Singapore Companies Act and our Constitution, authority be, and hereby is, given to our Board of Directors:

(a)

to:

(i)	allot and issue ordinary shares in our capital; and/or

(ii)

make or grant offers, agreements, options or other instruments (including the grant of awards or options pursuant to our equity-based incentive plans and agreements in effect from time to time) that might or would require ordinary shares to be allotted and issued, whether such allotment or issuance would occur during or after the expiration of this authority (including but not limited to, the creation and issuance of warrants, rights, units, purchase contracts, debentures or other instruments (including debt instruments) convertible into or exercisable for ordinary shares),

at any time to and/or with such persons and upon such terms and conditions, for such purposes and for consideration as our directors may in their sole discretion deem fit, and with such rights or restrictions as our directors may think fit to impose and as are set forth in our Constitution; and

(b)

to allot and issue ordinary shares in our capital pursuant to any offer, agreement, option or other agreement made, granted or authorized by our directors while this resolution was in effect, regardless of whether the authority conferred by this resolution may have ceased to be in effect at the time of the allotment and issuance,

and that such authority, if approved by our shareholders, shall continue in effect until the earlier of the conclusion of our 2026 Annual General Meeting of Shareholders or the expiration of the period within which our 2026 Annual General Meeting of Shareholders is required by law to be held;

(Ordinary Resolution 5)

6.	To approve, on a non-binding, advisory basis only, the compensation of our named executive officers:

“RESOLVED, on anon-binding, advisory basis only, that the compensation paid to the named executive officers of the Company, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this proxy statement, is hereby APPROVED.”

Thisnon-binding advisory resolution is being proposed to shareholders as required pursuant to the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The shareholders’ vote on this proposal is solely advisory andnon-binding in nature, will have no legal effect for purposes of Singapore law and will not be enforceable against our Company or our Board of Directors;

(Non-Binding Advisory Resolution 6)

7.	To approve, on a non-binding, advisory basis only, the frequency of holding future shareholder advisory votes on the compensation of our named executive officers:

“RESOLVED, ona non-binding, advisory basis only, that the shareholders recommend thata non-binding, advisory vote to approve the compensation paid to the named executive officers of the Company be put to shareholders for their consideration with one of the following three frequencies:

(a)	every year;

(b)	every two years; or

(c)	every three years.”

This non-binding advisory resolution is being proposed to shareholders as required pursuant to the requirements of Section 14A of the Exchange Act. The shareholders’ vote on this proposal is solely advisoryand non-binding in nature, will have no legal effect for purposes of Singapore law and will not be enforceable against our Company or our Board of Directors; and

(Non-Binding Advisory Resolution 7)

8.	To transact such other business as may properly come before the 2025 AGM and all adjournments or postponements thereof.

The Board of Directors recommends the approval of each of the first six proposals and every year on Proposal 7.

All of the above proposals should be read in conjunction with the attached proxy statement, which sets out the specific parameters of the proposals.

Each of the matters to be voted on at the 2025 AGM (other than Proposals 6 and 7, which are the onlynon-binding advisory resolutions) may be passed by ordinary resolution pursuant to our Constitution.

Notes About the Annual General Meeting of Shareholders

Eligibility to Vote at 2025 AGM. The Board of Directors has fixed the close of business on June 6, 2025 as the record date for determining those shareholders who will be entitled to receive copies of this Notice and the attached proxy statement. As of June 6, 2025, we had 155,562,665 ordinary shares issued and outstanding. However, under Singapore law, only registered holders of our ordinary shares (i.e., persons whose names appear on the Register of Members of the Company maintained in accordance with Section 190 of the Singapore Companies Act), or “shareholders of record,” on the date of the 2025 AGM, August 5, 2025, will be entitled to vote at the 2025 AGM. If you have sold or transferred any of your ordinary shares after June 6, 2025 and prior to the 2025 AGM, you should immediately forward this Notice and the attached proxy statement and proxy card to the purchaser or transferee of such shares, or to the bank, broker or agent through whom the sale of such shares was effected, for onward transmission to the purchaser or transferee. If you hold shares other than in registered form as a shareholder of record, and instead hold your shares as, or through, a participant in DTC (i.e., in “street name”), we understand that in order for your vote to be counted at the 2025 AGM, you must also have been a holder of shares on the date of the 2025 AGM, August 5, 2025.

Proxies. All shareholders of record as of the date of the 2025 AGM are cordially invited to attend the 2025 AGM or appoint a proxy to attend and vote in their place (referred to as a “legal proxy”). A legal proxy need not also be a shareholder of record. Whether or not you plan to attend the 2025 AGM, we urge you to vote and submit your proxy card by mail in order to ensure the presence of a quorum. A proxy card must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not less than 48 hours before the time appointed for holding the 2025 AGM or within such other time as may be required by the Singapore Companies Act. Completion and submission of the proxy card shall not preclude a shareholder of record from attending and voting at the 2025 AGM. Any appointment of a legal proxy or proxies will be revoked if a shareholder of record attends and votes in person at the 2025 AGM, and in such event, we reserve the right to refuse to admit any person or persons appointed under the instrument of proxy or proxies to the meeting.

For the avoidance of doubt, the reference to “proxy” in this Notice does not mean a “legal proxy” entitled under Singapore law to attend and vote on behalf of a shareholder of record. The reference to “soliciting your proxy” means that a shareholder of record may appoint the persons identified on the proxy card as such shareholder’s legal proxies to vote in accordance with such shareholder’s instructions given via proxy or to authorize such persons to vote freely.

Beneficial or “Street Name” Holders. If your shares are held in “street name” (i.e., in the name of a bank, broker or other shareholder of record), you will receive instructions from the shareholder of record. You must follow the instructions of the shareholder of record in order for your shares to be voted. If your shares are not registered in your own name and you plan to vote your shares in person at the 2025 AGM, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the 2025 AGM in order to vote as a legal proxy.

Singapore Audited Accounts. At the 2025 AGM, our shareholders will have the opportunity to discuss and ask questions regarding our Singapore audited accounts, which we refer to as our Singapore Statutory Financial Statements, for the fiscal year ended December 31, 2024, together with the directors’ statement and independent auditors’ report thereon, in compliance with the laws of Singapore. Shareholder approval of our Singapore Statutory Financial Statements is not being sought by the attached proxy statement and will not be sought at the 2025 AGM.

Meeting Arrangements. Shareholders should note that we may be required or it may be advisable to change our meeting arrangements for the 2025 AGM on short notice. Shareholders should refer to our website at https://ir.wavelifesciences.com/ and/or our announcements for the latest updates on the status of the 2025 AGM.

When you have finished reading the attached proxy statement, you are urged to vote in accordance with the instructions set forth in the proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the 2025 AGM, whether or not you can attend. Thank you for your continued support of Wave Life Sciences Ltd.

BY ORDER OF THE BOARD OF DIRECTORS

June 23, 2025	Paul B. Bolno, M.D., MBA
	President, Chief Executive Officer and Director

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