Benitec Biopharma Inc.
For the period ended Dec 1, 2025. Filed Oct 14, 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.
Dec 1, 2025 · Filed Oct 14, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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BENITEC BIOPHARMA INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | 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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3940 Trust Way
Hayward, California 94545
2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 1, 2025
Dear Stockholders:
You are cordially invited to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Benitec Biopharma Inc. This year’s Annual Meeting will be conducted exclusively via the Internet at a virtual audio web conference at www.meetnow.global/M4KC5WC on December 1, 2025, beginning at 1:00 p.m., Pacific Time. You will be able to attend the Annual Meeting, vote and submit questions during the Annual Meeting by visiting the Annual Meeting website. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore have chosen this over anin-person meeting.
The Notice of Annual Meeting of Stockholders and Proxy Statement describing the matters to be acted upon at the Annual Meeting are contained in the following pages. Stockholders also are entitled to vote on any other matters that properly come before the Annual Meeting.
Your vote is important. Enclosed is a proxy that will entitle you to vote your shares on the matters to be considered at the Annual Meeting, even if you are unable to attend the virtual meeting online. Regardless of the number of shares you own, please be sure you are represented at the Annual Meeting either by attending virtually, voting on the Internet or by telephone or returning a signed proxy card as soon as possible.
On behalf of Benitec Biopharma Inc., I thank you for your ongoing interest and investment in our company.
Sincerely,
Dr. Jerel Banks
Chief Executive Officer and Chairman of the Board of Directors
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 1, 2025
The Annual Meeting of Stockholders (“Annual Meeting” or “2025 Annual Meeting”) of Benitec Biopharma Inc. will be held virtually on December 1, 2025, beginning at 1:00 p.m., Pacific Time. The Annual Meeting can be accessed by visiting www.meetnow.global/M4KC5WC, where you will be able to listen to the meeting live, submit questions, and vote online for the following purposes:
| 1. | Election of Directors. The election of two Class III directors to hold office until our 2028 Annual Meeting of Stockholders or until their successors are elected and qualified. |
| 2. | Ratification of Appointment of Independent Accounting Firm. Ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. |
| 3. | Say-on-Pay Vote. A non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in the attached proxy statement. |
| 4. | Other Matters. The transaction of such other business as may lawfully come before the Annual Meeting or any adjournment(s) thereof. |
Pursuant to the Company’s Amended and Restated Bylaws, the Board of Directors has fixed the close of business on October 10, 2025 as the record date for determination of the stockholders entitled to vote at the Annual Meeting and any adjournments thereof. You can ensure that your shares are voted at the Annual Meeting by voting via the Internet or by completing, signing and returning the enclosed proxy card. If you do attend the Annual Meeting virtually, you may then withdraw your proxy and vote your shares during the virtual meeting. In any event, you may revoke your proxy prior to the Annual Meeting. Shares represented by proxies that are returned properly signed but unmarked will be voted in favor of the proposals made by the Company.
Beginning on or about October 17, 2025, we will send to our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet, how to vote your shares and how to attend the Annual Meeting virtually. You may elect to receive future notices, proxy materials and annual reports electronically by following the instructions in this Proxy Statement.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND OUR ANNUAL MEETING VIRTUALLY, PLEASE VOTE VIA THE INTERNET, BY TELEPHONE, OR SIGN AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT OUR ANNUAL MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS.
By Order of the Board of Directors,
Dr. Jerel Banks
Chief Executive Officer and Chairman of the Board of Directors
Hayward, California
Important Notice Regarding Availability of Proxy Materials for the 2025 Annual Meeting of
Stockholders to be held on December 1, 2025
Our Proxy Statement, Annual Report on Form 10-K, as amended, and proxy card are available on the Internet at www.investorvote.com/BNTC and at the “SEC Filings” section under the “For Investors” tab on our corporate website at www.benitec.com.
2025 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.