Wave Life Sciences, Inc.
For the period ended Nov 12, 2026. Filed Oct 14, 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.
Nov 12, 2026 · Filed Oct 14, 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. )
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Filed by a Party other than the Registrant ☐
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| ☐ | 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 Under §240.14a-12 |
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October 14, 2026
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Wave Life Sciences, Inc. to be held at 11:30 a.m., Eastern Time, on Thursday, November 12, 2026 at 733 Concord Avenue, Cambridge, MA 02138. In this letter and the accompanying Notice, we refer to the 2026 Annual Meeting of Stockholders as the “2026 ASM” and we refer to Wave Life Sciences, Inc. as “Wave,” the “Company,” “we,” “us” and “our.” Details regarding the 2026 ASM, the business to be conducted at the 2026 ASM, and information about the Company that you should consider when you vote your shares are described in the attached proxy statement. Stockholders should note that we may be required or it may be advisable to change our meeting arrangements for the 2026 ASM on short notice. Stockholders should refer to Wave’s website at https://ir.wavelifesciences.com/ and/or its announcements for the latest updates on the status of the 2026 ASM.
At the 2026 ASM, nine persons will be elected to our board of directors. In addition, we will ask stockholders to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, approve a proposed amendment to our Amended and Restated 2021 Equity Incentive Plan to increase the total number of shares of common stock available for issuance thereunder, and to approve the compensation of our named executive officers, as disclosed in this proxy statement. The board of directors recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the 2026 ASM.
Whether you plan to attend the 2026 ASM or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.
Thank you for your continued support of Wave Life Sciences, Inc.
Sincerely,
Paul B. Bolno, M.D., MBA
President, Chief Executive Officer and Director
Wave Life Sciences, Inc. 733 Concord Avenue, Cambridge, MA, 02138, USA
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TIME: 11:30 a.m., Eastern Time
DATE: November 12, 2026
PLACE: Wave Life Sciences, Inc., 733 Concord Avenue, Cambridge, MA 02138
PURPOSES:
| 1. | (a) To elect Paul B. Bolno, M.D., MBA to serve on the Board of Directors; |
| (b) | To elect Mark H.N. Corrigan, M.D. to serve on the Board of Directors; |
| (c) | To elect Christian Henry to serve on the Board of Directors; |
| (d) | To elect Peter Kolchinsky, Ph.D. to serve on the Board of Directors; |
| (e) | To elect Adrian Rawcliffe to serve on the Board of Directors; |
| (f) | To elect Ken Takanashi to serve on the Board of Directors; |
| (g) | To elect Aik Na Tan to serve on the Board of Directors; |
| (h) | To elect Gregory L. Verdine, Ph.D. to serve on the Board of Directors; |
| (i) | To elect Heidi L. Wagner, J.D. to serve on the Board of Directors; |
| 2. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026; |
| 3. | To approve a proposed amendment to our Amended and Restated 2021 Equity Incentive Plan to increase the total number of shares of common stock available for issuance thereunder by 11,000,000 shares in the manner and on the basis as set forth under “Proposal 3: Approval of an Amendment to the Amended and Restated 2021 Equity Incentive Plan” in the attached proxy statement; |
| 4. | To approve, on a non-binding, advisory basis only, the compensation of our named executive officers: |
“RESOLVED, on a non-binding, advisory basis only, that the compensation paid to the named executive officers of the Company, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this proxy statement, is hereby APPROVED.”
This non-binding advisory resolution is being proposed to stockholders as required pursuant to the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The stockholders’ vote on this proposal is solely advisory and non-binding in nature, and will not be enforceable against our Company or our Board of Directors; and
| 5. | To transact such other business as may properly come before the 2026 ASM and all adjournments or postponements thereof. |
The Board of Directors recommends the approval of each of the four proposals listed above.
All of the above proposals should be read in conjunction with the attached proxy statement, which sets out the specific parameters of the proposals.
WHO MAY VOTE:
Eligibility to Vote at 2026 ASM. The Board of Directors has fixed the close of business on October 8, 2026 as the record date for determining those stockholders who will be entitled to receive copies of this Notice and the attached proxy statement. As of October 8, 2026, we had 197,228,058 shares of common stock issued and outstanding.
Proxies. All stockholders of record as of October 8, 2026 are cordially invited to attend the 2026 ASM or appoint a proxy to attend and vote in their place (referred to as a “legal proxy”). A legal proxy need not also be a stockholder of record. Whether or not you plan to attend the 2026 ASM, we urge you to vote and submit your proxy card by the Internet, telephone or mail in order to ensure the presence of a quorum. Completion and submission of the proxy card shall not preclude a stockholder of record from attending and voting at the 2026 ASM. Any appointment of a legal proxy or proxies will be revoked if a stockholder of record attends and votes in person at the 2026 ASM.
The reference to “soliciting your proxy” means that a stockholder of record may appoint the persons identified on the proxy card as such stockholder’s legal proxies to vote in accordance with such stockholder’s instructions given via proxy or to authorize such persons to vote freely.
Beneficial or “Street Name” Holders. If your shares of common stock are held in “street name” (i.e., in the name of a bank, broker or other stockholder of record), you will receive instructions from the stockholder of record. You must follow the instructions of the stockholder of record in order for your shares to be voted. If your shares are not registered in your own name and you plan to vote your shares in person at the 2026 ASM, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the 2026 ASM in order to vote as a legal proxy.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| October 14, 2026 | Paul B. Bolno, M.D., MBA |
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| President, Chief Executive Officer and Director |
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