Ultragenyx Pharmaceutical Inc.
For the period ended May 15, 2025. Filed Mar 28, 2025.
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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.
May 15, 2025 · Filed Mar 28, 2025
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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 |
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
ULTRAGENYX PHARMACEUTICAL INC.
(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
60 Leveroni Court
Novato, California 94949
Notice of Annual Meeting of Stockholders
| To Be Held on May 15, 2025 at 9:00 a.m. Pacific Time | Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders of Ultragenyx Pharmaceutical Inc., a Delaware corporation (we, us, Ultragenyx or the Company), which will be held on May 15, 2025, at 9:00 a.m. Pacific Time virtually via the Internet at www.virtualshareholdermeeting.com/RARE2025 (Annual Meeting). Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership are included in this proxy statement (Proxy Statement). The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting at www.virtualshareholdermeeting.com/RARE2025. Only stockholders who held stock at the close of business on the record date, March 24, 2025, may vote at the Annual Meeting or any adjournment or postponement thereof. In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 12:00 p.m. Pacific Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://ir.ultragenyx.com. At the Annual Meeting, you will be asked to consider and vote upon: (1) the election of the two Class III director nominees named in the Proxy Statement; (2) approval of our Second Amended and Restated 2023 Incentive Plan (Second A&R 2023 Plan), (3) the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; (4) an advisory (non-binding) resolution to approve the compensation of our named executive officers; and (5) any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. No other items of business are expected to be considered, and no other director nominees will be entertained, at the Annual Meeting. The accompanying Proxy Statement more fully describes the details of the business to be conducted at the Annual Meeting. Proposal No. 1 relates solely to the election of the two directors nominated by the Board of Directors. After careful consideration, our Board of Directors has unanimously approved the proposals and recommends that you vote FOR each of the director nominees, and FOR each of the other proposals described in the Proxy Statement. |
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We are pleased to make use of the U.S. Securities and Exchange Commission (SEC) rules that allow companies to furnish proxy materials to their stockholders via the Internet. We believe the ability to deliver proxy materials electronically allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact from the distribution of our Annual Meeting materials.
We look forward to speaking with you at the Annual Meeting.
Sincerely,
Emil D. Kakkis, M.D., Ph.D.
President and Chief Executive Officer
March 28, 2025
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE VOTE VIA THE INTERNET AS INSTRUCTED IN THE NOTICE OF INTERNET AVAILABILITY OR, IF YOU REQUESTED AND RECEIVED A PRINTED COPY OF THE PROXY MATERIALS, COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY CARD USING THE ENCLOSED RETURN ENVELOPE OR VOTING INSTRUCTION FORM PROVIDED WITH THE PRINTED PROXY MATERIALS, AS PROMPTLY AS POSSIBLE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE ANNUAL MEETING. YOU MAY ALSO VOTE AT THE VIRTUAL ANNUAL MEETING.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2025:
The Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.
| VOTING METHODS | ||||
|---|---|---|---|---|
| If you are an owner of record as of the record date, you may vote via any of the following methods: | INTERNET Visit the website at: www.proxyvote.com | TELEPHONE If you requested and received a proxy card, call toll-free at 1-800-690-6903 | MAIL If you requested and received a proxy card, sign, date and mail the proxy card in the enclosed envelope | AT THE MEETING: Vote at the meeting by going to: www.virtualshareholdermeeting. com/RARE2025 |
If you are a beneficial owner of shares held through a broker, bank or other owner of record, you must follow the voting instructions you receive from the owner of record to vote your shares.
| Table of Contents | |
|---|---|
| Proxy Statement Overview | 4 |
| Meeting and Voting Information | 4 |
| Business Highlights | 4 |
| Board of Directors | 5 |
| Building the Right Board | 6 |
| Corporate Governance Overview | 7 |
| Proposal 1 – Election of Class III Directors | 8 |
| Proposal 2 – Approval of the Ultragenyx Pharmaceutical Inc. Second Amended and Restated 2023 Incentive Plan | 13 |
| Proposal 3 – Ratification of the Selection of Independent Registered Public Accounting Firm | 22 |
| Report of the Audit Committee | 24 |
| Proposal 4 – Advisory (Non-Binding) Vote to Approve the Compensation of our Named Executive Officers | 25 |
| Corporate Governance | 26 |
| Board of Directors and Committees | 27 |
| Impact Report | 31 |
| Executive Officers | 32 |
| Certain Relationships and Related-Person Transactions | 34 |
| Security Ownership of Certain Beneficial Owners and Management | 35 |
| Executive Compensation | 37 |
| Compensation Discussion and Analysis | 37 |
| Fiscal 2025 Compensation | 49 |
| Risk Management and Mitigation | 51 |
| Compensation Committee Report | 51 |
| Summary Compensation Table | 52 |
| Grants of Plan-Based Awards | 55 |
| Outstanding Equity Awards at December 31, 2024 | 56 |
| Option Exercises and Stock Vested | 57 |
| Pension Benefits | 57 |
| Nonqualified Deferred Compensation | 58 |
| Potential Payments Upon Termination or Change of Control | 59 |
| Equity Compensation Plan Information | 62 |
| Director Compensation | 63 |
| CEO Pay Ratio | 64 |
| Pay versus Performance | 65 |
| Additional Information | 68 |
| Other Business | 72 |
| Forward-Looking Statements | 72 |
| Delivery Of Proxy Materials | 72 |
| Appendix A – Ultragenyx Pharmaceutical Inc. Second Amended and Restated 2023 Incentive Plan | 73 |
ULTRAGENYX PHARMACEUTICAL INC.•2025 Proxy Statement3
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