Biomea Fusion, Inc.
For the period ended Jun 10, 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 10, 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
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Check the appropriate box:
☐ Preliminary Proxy Statement
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☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To be held June 10, 2026
Notice is hereby given that the 2026 Annual Meeting of Stockholders, or Annual Meeting, of Biomea Fusion, Inc., will be held on June 10, 2026 at 10:00 a.m. Pacific Time. Stockholders may attend the meeting virtually via the Internet at https://www.virtualshareholdermeeting.com/BMEA2026, where you will be able to vote electronically and submit questions. The purpose of the Annual Meeting is the following:
to elect two Class II directors, Rainer (Ramses) Erdtmann and Eric Aguiar, M.D., to our board of directors, to serve until the 2029 annual meeting of stockholders and until their successor has been 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 the fiscal year ending December 31, 2026; and
to transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
The proposal for the election of directors relates solely to the election of two Class II directors nominated by the board of directors.
Only our stockholders of record at the close of business on April 13, 2026 will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.
Please see the “General Information” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Annual Meeting, including the ability of stockholders to submit questions during the Annual Meeting, and technical details and support related to accessing the virtual platform.
Your vote is important. Whether or not you expect to attend the virtual meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating and returning the proxy card. Even if you have voted by proxy, you may still vote at the virtual meeting. Please note, however, that if your shares are held through a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
By order of the Board of Directors,
/s/ Michael J.M. Hitchcock, Ph.D.
Michael J.M. Hitchcock, Ph.D.Interim Chief Executive Officer and Director
San Carlos, CA
April 27, 2026
Table of Contents
| Page | |
|---|---|
| PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| GENERAL INFORMATION | 2 |
| PROPOSAL NO. 1 - ELECTION OF CLASS II DIRECTORS | 6 |
| PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS BIOMEA FUSION, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 | 10 |
| CORPORATE GOVERNANCE | 12 |
| NON-EMPLOYEE DIRECTOR COMPENSATION | 21 |
| EXECUTIVE OFFICERS | 23 |
| EXECUTIVE COMPENSATION | 24 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 32 |
| PRINCIPAL STOCKHOLDERS | 33 |
| DELINQUENT SECTION 16(a) REPORTS | 35 |
| REPORT OF THE AUDIT COMMITTEE | 36 |
| HOUSEHOLDING | 37 |
| STOCKHOLDER PROPOSALS | 37 |
| OTHER MATTERS | 38 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.