Enliven Therapeutics, Inc.
For the period ended Jun 9, 2026. Filed Apr 27, 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.
Jun 9, 2026 · Filed Apr 27, 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
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 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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(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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table below in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Stockholder:
I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (including any adjournments, postponements or delays thereof, the “Annual Meeting”) of Enliven Therapeutics, Inc. (“Enliven” or the “Company”) on Tuesday, June 9, 2026 at 10 a.m. Mountain Time. The Annual Meeting will be held in a virtual format and will afford the same rights and opportunities to participate in the Annual Meeting to all stockholders irrespective of location. You will be able to attend the Annual Meeting virtually by visiting www.proxydocs.com/ELVN, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number located on your notice regarding the availability of proxy materials (the “Notice”) or proxy card.
The attached Notice of Annual Meeting of Stockholders and proxy statement contain details of the business to be conducted at the Annual Meeting. 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 promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting virtually, you will be able to change your vote or revoke your proxy, even if you have previously submitted your proxy.
On behalf of Enliven, I would like to thank you for your continued support.
Sincerely,
/s/ Richard Fair
Richard Fair, M.B.A.
President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date | June 9, 2026 at 10:00 a.m. Mountain Time |
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| Place | The Annual Meeting will be held virtually. To attend the Annual Meeting, you must register at www.proxydocs.com/ELVN using the control number located on your proxy card, Notice, or voting instruction form. You must register by June 8, 2026 at 5:00 p.m. Eastern Time to participate in the Annual Meeting. Upon completing your registration, you will receive further instructions by email, including a unique link that will allow you to access the Annual Meeting and to vote and submit questions to be answered at the Annual Meeting. |
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| Items of Business | The items of business at the Annual Meeting are: |
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| • | To elect the two Class III directors named in the accompanying proxy statement to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. |
| • | 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 our amended and restated certificate of incorporation, as amended, to increase our authorized common stock from 100,000,000 shares to 200,000,000 shares. |
| • | To approve, in an advisory (non-binding) vote, the compensation of our named executive officers as disclosed in our proxy statement. |
| • | To approve, in an advisory (non-binding) vote, the frequency of future stockholder advisory votes on the compensation of our named executive officers. |
| • | To transact other business that may properly come before the Annual Meeting. |
| Record Date | The close of business on April 10, 2026 (the “Record Date”). Only stockholders of record as of the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. |
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| Proxy Voting | Please vote your shares at your earliest convenience. This will help ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares via the Internet, by telephone or by signing, dating, and returning the enclosed proxy card will save the expenses and extra work of additional solicitation. If you receive materials by mail, we have enclosed an addressed envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares electronically at the Annual Meeting, as your proxy is revocable at your option. |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 9, 2026. Our proxy statement and Annual Report to Stockholders are being made available on or about April 27, 2026 at www.proxydocs.com/ELVN. We are providing access to our proxy materials over the Internet under the “notice and access” rules adopted by the Securities and Exchange Commission.
By order of the Board of Directors,
/s/ Richard Fair
Richard Fair, M.B.A.
President and Chief Executive Officer
April 27, 2026
The date of this proxy statement is April 27, 2026, and it is made available to stockholders on or about April 27, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.