HERON THERAPEUTICS, INC. /DE/
For the period ended Apr 30, 2026. Filed Apr 30, 2026.
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Apr 30, 2026 · Filed Apr 30, 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 ☐ |
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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)) |
| ☒ | 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 |
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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 |
Notice of 2026 Annual Meeting of Stockholders to Be Held on June 11, 2026
To the Stockholders of Heron Therapeutics, Inc.:
The 2026 Annual Meeting of Stockholders of Heron Therapeutics, Inc., a Delaware corporation ("Heron," "Company," "we," "us" and "our"), will be held on June 11, 2026 at 9:00 a.m. Eastern Time exclusively by means of remote communication via the Internet atwww.virtualshareholdermeeting.com/HRTX2026, or at any adjournments or postponements thereof (the "Annual Meeting"), for the following purposes, as more fully described in the enclosed Proxy Statement:
To elect seven director nominees named in the enclosed Proxy Statement to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal;
To ratify the appointment of Withum Smith+Brown, PC ("Withum") as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
To approve, on a nonbinding advisory basis, compensation paid to our Named Executive Officers for the fiscal year ended December 31, 2025;
To approve the amendment and restatement of the Company's 2007 Amended and Restated Equity Incentive Plan (the "Restated 2007 Plan"), to, among other things, increase the number of shares of common stock authorized for issuance thereunder by an additional 16,560,000 shares;
To amend the Company's 1997 Employee Stock Purchase Plan, as amended (the "ESPP"), to increase the number of shares of common stock authorized for issuance thereunder by an additional 10,000,000 shares;
To ratify, on a nonbinding advisory basis, the adoption of the Tax Benefits Preservation Plan; and
To transact such other business as may properly come before the Annual Meeting or any postponement or adjournments thereof.
Stockholders will be able to attend the Annual Meeting, vote electronically and submit questions during the Annual Meeting, all by visitingwww.virtualshareholdermeeting.com/HRTX2026. To participate in the Annual Meeting, stockholders of record will need the 16-digit control number included on their Notice of Internet Availability of Proxy Materials (the "Notice") or, if they elected to receive proxy materials by mail, their proxy card. If your shares are held in "street name" and your voting instruction form indicates that you may vote those shares through thehttp://www.proxyvote.com website, then you may access, participate in, and vote electronically during the Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their broker, bank, or other nominee (preferably at least five days before the Annual Meeting) and obtain a "legal proxy" in order to be able to attend, participate in, or vote at the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures.
Only stockholders of record at the close of business on April 14, 2026 (the "Record Date") will be entitled to notice of, and to vote at, the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ira Duarte
Cary, North Carolina
April 30, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2026:
The 2026 Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2025 are available at: http://www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.