BioCardia Inc
For the period ended May 20, 2024. Filed Apr 15, 2024.
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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 20, 2024 · Filed Apr 15, 2024
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DEF 14A 1 bcda20240410_def14a.htm FORM DEF 14A
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
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2 |
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BioCardia, Inc.
(Name of Registrant as Specified In Its Charter)
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 |
320 SOQUEL WAY
SUNNYVALE, CALIFORNIA 94085
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 a.m. Pacific Time on Monday, May 20, 2024
Dear Stockholders of BioCardia, Inc.:
Please be advised that the 2024 annual meeting of stockholders and any postponements, adjournments or continuations thereof, or the Annual Meeting, of BioCardia, Inc., a Delaware corporation, will be held onMonday, May 20, 2024 at 9:00 a.m. Pacific Time, at Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304-1050, for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | To elect two Class II directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To ratify the appointment of PKF San Diego, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; |
| 3. | To hold a non-binding vote on executive compensation; |
| 4. | To approve an amendment of the amended and restated certificate of incorporation to effect a reverse stock split of our issued common stock, at a ratio of 1-for-2 to 1-for-20, to be determined in the sole discretion of our board of directors, and, if such reverse stock split is effected, a reduction in the number of authorized shares of common stock from 100,000,000 shares to 50,000,000 shares; and |
| 5. | To transact such other business as may properly come before the Annual Meeting. |
Please note that, with respect to the above-described proposal related to reverse stock split, if such proposal is approved, our board of directors may still determine that such a reverse stock split is not necessary or advisable and, as such, may determine to not effect any such reverse stock split and consequently abandon such amendments to our amended and restated certificate of incorporation.
Our board of directors has fixed the close of business on April 15, 2024 as the record date for the Annual Meeting. Only stockholders of record as of the close of business on April 15, 2024 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. If you plan on attending this year’s Annual Meeting as a stockholder, follow the instructions provided in your proxy, as explained on page 3 of this proxy statement.
Pursuant to rules promulgated by the U.S. Securities and Exchange Commission, we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by posting our proxy materials on the Internet.
All stockholders are cordially invited to attend the meeting in person.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail. We appreciate your continued support of BioCardia, Inc. and look forward to either greeting you personally at the Annual Meeting or receiving your proxy.
By order of the Board of Directors,
/s/ Jim Allen
/s/ Peter Altman, Ph.D.
President, Chief Executive Officer, and Director
/s/ Andrew Blank
Chairman of the Board
/s/ Richard Krasno, Ph.D.
/s/ Bill Facteau
/s/ Jay M. Moyes
/s/ Simon H. Stertzer, M.D.
Sunnyvale, California
April 15, 2024
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| Nominees for Director | 7 |
| Continuing Directors | 8 |
| Director Independence | 10 |
| Board Leadership Structure | 10 |
| Family Relationships | 10 |
| Board Meetings and Committees | 10 |
| Audit Committee | 10 |
| Compensation Committee | 11 |
| Nominating and Corporate Governance Committee | 11 |
| Considerations in Evaluating Director Nominees | 12 |
| Stockholder Recommendations for Nominations to the Board of Directors | 12 |
| Communications with the Board of Directors | 13 |
| Code of Business Conduct and Ethics | 13 |
| Risk Oversight | 14 |
| Non-Employee Director Compensation | 15 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 16 |
| Nominees | 16 |
| Vote Required | 17 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| Fees Paid to the Independent Registered Public Accounting Firms | 17 |
| Auditor Independence | 18 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 18 |
| Vote Required | 18 |
| PROPOSAL NO. 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION | 18 |
| PROPOSAL NO. 4 AMENDMENT TO EFFECT A REVERSE STOCK SPLIT OF COMMON STOCK | 19 |
| EXECUTIVE OFFICERS | 26 |
| EXECUTIVE COMPENSATION | 27 |
| Fiscal 2023 Summary Compensation Table | 28 |
| Employment Agreements | 28 |
| Potential Payments on Termination or Change of Control | 28 |
| Outstanding Equity Awards at 2023 Year-End | 29 |
| Equity Compensation Plan Information | 30 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 |
| RELATED PERSON TRANSACTIONS | 35 |
| Policies and Procedures for Related Party Transactions | 35 |
| INCORPORATION BY REFERENCE | 37 |
| OTHER MATTERS | 37 |
| Delinquent Section 16(a) Reports | 37 |
| ANNEX A – Certificate of Amendment | A-1 |
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