Neumora Therapeutics, Inc.
For the period ended May 27, 2026. Filed Apr 17, 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 17, 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. )
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 under §240.14a-12
(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 the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
Notice & Proxy Statement
260 Arsenal Place, Suite 1
Watertown, MA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON May 27, 2026 (AT 4:00 P.M. EASTERN TIME)
To the Stockholders of Neumora Therapeutics, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), will be held virtually on Wednesday, May 27, 2026, at 4:00 p.m. Eastern Time. You will be able to attend and participate in the Annual Meeting online by registering at www.virtualshareholdermeeting.com/NMRA2026 no later than May 26, 2026, at 11:59 p.m. Eastern Time. Once registered you will receive further instructions via email on how to listen to the meeting live, submit questions, and vote. The Annual Meeting will be held for the following purposes:
(1) To elect three Class III directors to hold office until the 2029 annual meeting of stockholders or until their successors are elected;
(2) To ratify the appointment, by the Audit Committee of the Company’s Board of Directors, of Ernst & Young LLP, as the independent registered public accounting firm and independent auditor of the Company for the year ending December 31, 2026;
(3) To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement;
(4) To select, on a non-binding advisory basis, whether future advisory votes on the compensation of our named executive officers should be held every one, two or three years; and
(5) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders.
Only stockholders who owned common stock of the Company at the close of business on April 7, 2026 (the “Record Date”) can vote at this meeting or any adjournments that take place.
The Board of Directors recommends that you vote FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement; FOR the ratification of the appointment of Ernst & Young LLP, as the independent registered public accounting firm and independent auditor, as described in Proposal No. 2 of the Proxy Statement; FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in the Proxy Statement, as described in Proposal No. 3 of the Proxy Statement; and to select, on a non-binding advisory basis, ONE YEARas the frequency of future advisory votes on the compensation of our named executive officers, as described in Proposal No. 4 of the Proxy Statement.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ANY ONE OF THE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors
/s/ PAUL L. BERNS
Paul L. Berns
Chairman and Chief Executive Officer
Watertown, Massachusetts
April 17, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| INFORMATION ABOUT THE PROXY PROCESS AND VOTING | 1 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 7 |
| PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND INDEPENDENT AUDITOR | 11 |
| PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 12 |
| PROPOSAL NO. 4 ADVISORYVOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 13 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 14 |
| CORPORATE GOVERNANCE | 15 |
| TRANSACTIONS WITH RELATED PERSONS | 21 |
| DIRECTOR COMPENSATION | 23 |
| EXECUTIVE OFFICERS | 25 |
| EXECUTIVE COMPENSATION | 26 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 35 |
| ADDITIONAL INFORMATION | 37 |
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260 Arsenal Place, Suite 1
Watertown, MA
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.