RAPID MICRO BIOSYSTEMS INC

DEF 14A 1 rapidmicrobiosystemsincpro.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Rapid Micro Biosystems, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

NOTICE & PROXY

STATEMENT

2024 Annual Meeting of Stockholders

To be Held on

Thursday, May 23, 2024

9:00 a.m. (Eastern Time)

1001 PAWTUCKET BOULEVARD WEST, SUITE 280

LOWELL, MASSACHUSETTS 01854

Dear Fellow Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Rapid Micro Biosystems, Inc. (the “Company”) which will be conducted virtually on Thursday, May 23, 2024, beginning at 9:00 a.m. (Eastern Time). Our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the virtual Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/RPID2024. We believe that hosting a virtual meeting format will allow stockholders to participate from any location and will lead to increased attendance, improved communications, lowered environmental impacts from travel and cost savings for our stockholders and the Company.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting and Proxy Statement.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. We are providing proxy material access to our stockholders via the Internet at www.proxyvote.com. Internet distribution of our proxy materials conserves natural resources, lowers the cost of the Annual Meeting, and expedites receipt by stockholders. The matters to be acted upon at the Annual Meeting are also described in the Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") that you will receive in the mail. Please give the proxy materials your careful attention.

You may vote via the Internet or by telephone by following the instructions on your Notice of Internet Availability. In order to vote via the Internet or by telephone, you must have the stockholder identification number provided in your Notice of Internet Availability. If you requested a proxy card by mail, you may vote by voting, signing and returning the proxy card in the postage-paid envelope provided. If you attend the Annual Meeting online, you may electronically vote at the meeting even if you previously returned your proxy card or voted via the Internet or by telephone. Please review the instructions for each voting option described in the Notice of Internet Availability and in the Proxy Statement.

Your vote is very important to us and to our business. Prior to the meeting, we encourage all of our stockholders to review these proxy materials and vote your shares.

Thank you for your support.

Sincerely,

Robert Spignesi

President and Chief Executive Officer

Kirk D. Malloy, Ph.D.

Chair of the Board of Directors

Notice of 2024 Annual Meeting of Stockholders

To be Held on Thursday, May 23, 2024

1001 PAWTUCKET BOULEVARD WEST, SUITE 280,

LOWELL, MASSACHUSETTS 01854

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Rapid Micro Biosystems, Inc., a Delaware corporation (the “Company”), will be held at 9:00 a.m., Eastern Time, on Thursday, May 23, 2024. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/RPID2024. The Annual Meeting is called for the following purposes:

(1)To elect Kirk D. Malloy, Ph.D., Melinda Litherland and Robert Spignesi as Class III Directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified, or until their earlier death, resignation or removal;

(2)To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

(3)To approve an amendment to our Restated Certificate of Incorporation to reflect new Delaware law provisions allowing for officer exculpation; and

(4)To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Only holders of record of our outstanding shares of Class A common stock at the close of business on March 28, 2024, are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available at 1001 Pawtucket Boulevard West, Suite 280, Lowell, MA 01854 for 10 days before the Annual Meeting, and during the Annual Meeting, such list will be available to registered stockholders as a link on the meeting platform. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting. The holders of our Class B common stock are not entitled to notice of, or to vote on, any matter before the Annual Meeting.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 23, 2024:

We are providing proxy material access to our stockholders via the Internet at www.proxyvote.com. The matters to be acted upon at the Annual Meeting are described in the Notice of Internet Availability of Proxy Materials that you receive in the mail. Please give the proxy materials your careful attention.

In addition to their availability at www.proxyvote.com, this proxy statement and our 2023 Annual Report to Stockholders are available for viewing, printing and downloading at investors.rapidmicrobio.com.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors

James Xu

VP, Legal and Secretary

Lowell, Massachusetts

Your vote is important. Please vote.