Tenaya Therapeutics, Inc.
For the period ended May 27, 2026. Filed Apr 16, 2026.
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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.
May 27, 2026 · Filed Apr 16, 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
Filed by the Registrant ☒
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 Pursuant to §240.14a‑12 |
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| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
(650) 825-6900
April 16, 2026
Dear Fellow Stockholders:
We are pleased to invite you to attend the annual meeting of stockholders of Tenaya Therapeutics, Inc. (Tenaya or the Company), to be held on Wednesday, May 27, 2026 at 8:00 a.m. Pacific Time. The annual meeting will be conducted virtually this year via a live audio webcast and will afford all of our stockholders the same rights and opportunities to participate as would be available at an in-person meeting. You will be able to attend the annual meeting virtually by visitingwww.proxydocs.com/TNYA, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number located on your proxy card.
The attached formal meeting notice and proxy statement contain details of the business to be conducted at the annual meeting.
Your vote is important. Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.
On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in Tenaya.
Sincerely,
Faraz Ali, M.B.A.
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF stockholders
| Time and Date | 8:00 a.m. Pacific Time on Wednesday, May 27, 2026 |
|---|---|
| Place | The annual meeting will be conducted virtually via a live audio webcast. You will be able to attend the annual meeting virtually by visiting www.proxydocs.com/TNYA, where you will be able to listen to the meeting live, submit questions and vote online during the meeting by visiting www.proxypush.com/TNYA. |
| Items of Business | •To elect three Class II directors to hold office until our 2029 annual meeting of stockholders and until their respective successors are elected and qualified.•To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.•To amend and restate the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan to, among other things, increase the number of shares of our common stock reserved for issuance by approximately 3% of our outstanding shares and remove the annual limit of 4 million shares from the “evergreen” provision.•To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof. |
| Record Date | Wednesday, April 1, 2026Only stockholders of record as of Wednesday, April 1, 2026, at the close of business are entitled to notice of and to vote at the annual meeting. |
| Availability of Proxy Materials | The Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report, is first being sent or given on or about April 16, 2026, to all stockholders entitled to vote at the annual meeting. We are providing access to our proxy materials over the Internet under the rules adopted by the Securities and Exchange Commission (SEC). The proxy materials and our annual report can be accessed as of April 16, 2026, by visiting www.proxydocs.com/TNYA. |
| Voting | Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning your proxy card does not deprive you of your right to attend the annual meeting and to vote your shares at the annual meeting. The proxy statement explains proxy voting and the matters to be voted on in more detail. |
By order of the Board of Directors,
Faraz Ali, M.B.A.Chief Executive OfficerSouth San Francisco, CaliforniaApril 16, 2026
This proxy statement is being mailed to stockholders on or about April 16, 2026.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 9 |
| Composition of the Board | 9 |
| Class II Nominees for Director | 9 |
| Continuing Directors | 10 |
| Director Independence | 12 |
| Board Leadership Structure | 13 |
| Role of Board in Risk Oversight Process | 13 |
| Board Committees | 13 |
| Attendance at Board and Stockholders Meetings | 16 |
| Compensation Committee Interlocks and Insider Participation | 16 |
| Considerations in Evaluating Director Nominees | 16 |
| Stockholders Recommendations and Nominations to our Board of Directors | 17 |
| Communications with the Board of Directors | 17 |
| Policy Prohibiting Hedging or Pledging of Securities | 18 |
| Insider Trading Policy | 18 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 18 |
| Director Compensation | 18 |
| PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS | 21 |
| Nominees | 21 |
| Vote Required | 21 |
| Board Recommendation | 21 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| Fees Paid to the Independent Registered Public Accounting Firm | 22 |
| Auditor Independence | 22 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 22 |
| Vote Required | 23 |
| Board Recommendation | 23 |
| AUDIT COMMITTEE REPORT | 24 |
| PROPOSAL NO. 3 APPROVAL OF THE TENAYA THERAPEUTICS, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN | 25 |
| Material Differences Between the Current 2021 Plan and the Restated Plan | 25 |
| Why Should Stockholders Vote to Approve the Restated Plan? | 26 |
| Summary of the Restated Plan | 28 |
| Summary of U.S. Federal Income Tax Consequences | 32 |
| Number of Awards Granted to Employees, Consultants and Directors | 34 |
| Vote Required | 34 |
| Board Recommendation | 35 |
| EXECUTIVE OFFICERS | 36 |
| EXECUTIVE COMPENSATION | 37 |
| Processes and Procedures for Compensation Decisions | 37 |
| Summary Compensation Table | 37 |
| Employment Arrangements | 38 |
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| Executive Change in Control and Severance Plan | 38 |
|---|---|
| Equity Plans | 39 |
| Executive Incentive Compensation Plan | 39 |
| Clawback Policy | 40 |
| 401(k) Plan | 40 |
| Policies and Practices for Granting Certain Equity Awards | 40 |
| Outstanding Equity Awards at Fiscal 2025 Year-End | 42 |
| Equity Compensation Plan Information | 43 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 44 |
| RELATED PERSON TRANSACTIONS | 46 |
| Investors’ Rights Agreement | 46 |
| Stock, Pre-funded Warrant, Warrant Issuances | 46 |
| Indemnification Agreements | 46 |
| Policies and Procedures for Related Person Transactions | 47 |
| OTHER MATTERS | 48 |
| Delinquent Section 16(a) Reports | 48 |
| APPENDIX A | 49 |
| AMENDED AND RESTATED TENAYA THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN | 49 |
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PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To be held at 8:00 a.m. Pacific Time on Wednesday, May 27, 2026
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.
QUESTIONS AND ANS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.