AN2 Therapeutics, Inc.
For the period ended Apr 22, 2026. Filed Apr 22, 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.
Apr 22, 2026 · Filed Apr 22, 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
(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.
☐ 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.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 3, 2026
Dear Stockholders of AN2 Therapeutics, Inc.:
We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of AN2 Therapeutics, Inc. (the “Annual Meeting”) to be held on June 3, 2026 at 8:00 a.m., Pacific Time. The meeting will be held at Residence Inn in Menlo Park at 555 Glenwood Avenue, Menlo Park, California 94025.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet or by mailing a proxy or voting instruction card. Voting over the internet or by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend in person. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.
On or around April 22, 2026, we will mail our stockholders a notice containing instructions on how to access our proxy materials and Annual Report for the fiscal year ended December 31, 2025. The notice also provides instructions on how to vote online, by phone or by mail, and includes instructions on how you can receive a paper copy of proxy materials by mail.
At this year's Annual Meeting, the agenda includes the following proposals:
| Proposal | Board Recommendation |
|---|---|
| Election of the three nominees, Kabeer Aziz, Gilbert Lynn Marks, M.D., and Rob Readnour, Ph.D. as Class I directors | FOR each nominee |
| Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm | FOR |
In addition to the matters described above, the agenda may also include such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Our Board of Directors has fixed the close of business on April 15, 2026 as the record date for the Annual Meeting. Only stockholders of record on April 15, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
Thank you for your ongoing support of and continued interest in AN2 Therapeutics, Inc.
Sincerely,
President, Chief Executive Officer and Board Chair
You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting at the Annual Meeting, you may vote via the internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card.
Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that record holder.
i
PROXY STATEMENT SUMMARY
| Time and Date | 8:00 a.m. Pacific Time, on June 3, 2026. |
|---|---|
| Items of Business | 1. To elect the nominees Kabeer Aziz, Gilbert Lynn Marks, M.D., and Rob Readnour, Ph.D. as Class I directors until the 2029 annual meeting of stockholders or until their respective successors have been elected or appointed; 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and3. To conduct any other business properly brought before the Annual Meeting and any adjournment or postponement thereof. |
| Adjournments and Postponements | Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. |
| Record Date | You are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement that may take place only if you were a stockholder as of the close of business on April 15, 2026. |
| Proxy Materials and Annual Report | We are pleased to take advantage of Securities and Exchange Commission (the “SEC”) rules that allow us to furnish these proxy materials and our annual report to stockholders on the internet. |
| Voting | Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may submit your proxy or voting instruction card for the Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided, or, in most cases, by using the internet. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers” beginning on page 1 of this proxy statement and the instructions on the proxy or voting instruction card. You can revoke a proxy prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement. |
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TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT QUESTIONS AND ANSWERS | 1 |
| DIRECTORS AND CORPORATE GOVERNANCE | 6 |
| Board Composition | |
| Director Independence | |
| Board Leadership Structure | |
| Board Committees and Meetings | |
| Identifying and Evaluating Director Nominees | |
| Role of the Board in Risk Oversight | |
| Compensation Risk Assessment | |
| Communications with Directors | |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | |
| EXECUTIVE COMPENSATION | 15 |
| Executive Officers | |
| Summary Compensation Table | |
| Narrative to Summary Compensation Table | |
| Other Compensation and Benefits | |
| 401(k) Plan | |
| Equity Compensation Plan Information | |
| Indemnification | |
| Hedging and Pledging Policies | |
| COMPENSATION OF NON-EMPLOYEE DIRECTORS | 24 |
| Non-Employee Director Compensation Policy | |
| Limitation of Liability and Indemnification | |
| BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK | 27 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 30 |
| License Agreements | |
| Investors’ Rights Agreement | |
| Indemnification Agreements | |
| Related Person Transaction Policy | |
| Director Independence | |
| PROPOSALS REQUIRING YOUR VOTE | 32 |
| Proposal 1 – Election of Class I Directors | |
| Number of Directors; Board Structure | |
| Nominees | |
| Recommendation of our Board | |
| Proposal 2 – Ratification of Independent Registered Public Accounting Firm | |
| Audit and Non-Audit Fees | |
| Policy on Audit Committee Pre-Approval and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | |
| Recommendation of our Board | |
| AUDIT COMMITTEE REPORT | 34 |
| TRANSACTION OF OTHER BUSINESS | 35 |
| REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS | 35 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 35 |
| DELINQUENT SECTION 16(A) REPORTS | 36 |
| OTHER MATTERS | 36 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.