PUMA BIOTECHNOLOGY, INC.
For the period ended Jun 18, 2024. Filed Apr 26, 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.
Jun 18, 2024 · Filed Apr 26, 2024
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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
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 under Rule 14a-12 |
(Name of the 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. |
April 26, 2024
Fellow Stockholder:
You are invited to attend the annual meeting of stockholders of Puma Biotechnology, Inc. (the “Company,” “we,” “us” or “our”) to be held on Tuesday, June 18, 2024, at 1:00 p.m. local time, at the Company’s principal executive offices, 10880 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024.
At this year’s annual meeting you will be asked to:
| 1. | Elect eight directors to serve for a one-year term. The nominees are Alan H. Auerbach, Alessandra Cesano, Allison Dorval, Michael P. Miller, Jay M. Moyes, Adrian M. Senderowicz, Brian Stuglik, and Troy E. Wilson; |
| 2. | Ratify the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024; |
| 3. | Vote on an advisory basis to approve the compensation of our named executive officers as described in the proxy statement (“say-on-pay vote”); |
| 4. | Vote on an advisory basis regarding the frequency of future say-on-pay votes (“frequency vote”); |
| 5. | Approve an amendment to increase the number of shares of the Company’s common stock reserved for issuance under the Puma Biotechnology, Inc. 2011 Incentive Award Plan, as amended (the “2011 Plan”) by 3,000,000 shares and to extend the period during which incentive stock options (“ISOs”) may be granted (the “2011 Plan Amendment”); and |
| 6. | Transact such other business as may properly come before the annual meeting. |
The accompanying Notice of Annual Meeting and proxy statement describe these matters. We urge you to read this information carefully.
The Board of Directors unanimously believes that election of its nominees to serve as our directors, ratification of our independent registered public accounting firm, and approval of the say-on-pay vote, are in the best interests of the Company and its stockholders, and accordingly, recommends a vote “FOR” each of the eight nominees for director named in the proxy statement, a vote “FOR” the ratification of KPMG LLP as our independent registered public accounting firm, a vote “FOR” the say-on-pay vote, a vote for “1 Year” with respect to the frequency vote and a vote “FOR” the 2011 Plan Amendment.
It is important that your shares be represented and voted whether or not you plan to attend the annual meeting in person. You may submit your proxy over the Internet, or if you are receiving a paper copy of the proxy statement, by telephone or by completing and mailing the proxy card sent with the proxy statement. Submitting your proxy over the Internet, by telephone or by written proxy will ensure your shares are represented at the annual meeting.
The Board of Directors appreciates and encourages stockholder participation. Thank you for your continued support.
Sincerely,
Alan H. Auerbach Chairman, President, Chief Executive Officer and Secretary
TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| INFORMATION CONCERNING VOTING AND SOLICITATION | 2 |
| General | 2 |
| Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be Held on Tuesday, June 18, 2024 | 2 |
| Who Can Vote | 2 |
| Voting of Shares | 2 |
| Revocation of Proxy | 3 |
| Voting in Person | 3 |
| Quorum and Votes Required | 3 |
| Solicitation of Proxies | 4 |
| Assistance | 4 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 4 |
| Board Structure | 4 |
| Directors and Board Nominees | 4 |
| Director Biographical Information | 5 |
| Board Recommendation | 7 |
| Executive Officers | 18 |
| CORPORATE GOVERNANCE | 7 |
| Board Independence | 7 |
| Board Role in Risk Oversight | 8 |
| Board Leadership Structure | 8 |
| Board Meetings | 8 |
| Executive Sessions | 8 |
| Board Committees | 8 |
| Code of Business Conduct and Ethics | 11 |
| Corporate Governance Guidelines | 11 |
| Communication with the Board | 11 |
| Pledging and Hedging Prohibited | 11 |
| Environmental, Social and Governance | 11 |
| Compensation of Directors | 14 |
| SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS | 16 |
| EXECUTIVE OFFICERS | 18 |
| EXECUTIVE COMPENSATION | 18 |
| Compensation Discussion and Analysis | 18 |
| Summary Compensation Table | 28 |
| Grants of Plan-Based Awards in 2023 | 29 |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 30 |
| Offer Letters and Employment Agreements with Our Named Executive Officers | 30 |
| Outstanding Equity Awards at Fiscal Year End | 31 |
| Options Exercised and Stock Vested | 33 |
| Pension Benefits and Nonqualified Deferred Compensation | 33 |
| Potential Payments Upon a Termination or Change in Control | 33 |
| Summary of Potential Payments | 34 |
| Pay Ratio Disclosure | 35 |
| Pay-Versus-Performance Disclosure | 36 |
| COMPENSATION RISK ASSESSMENT | 41 |
| COMPENSATION COMMITTEE REPORT | 41 |
| EQUITY COMPENSATION PLAN INFORMATION | 41 |
| 2017 Employment Inducement Award Plan | 41 |
| AUDIT MATTERS | 43 |
|---|---|
| Audit Committee Report | 43 |
| Audit and Non-Audit Fees | 43 |
| Audit Fees | 43 |
| Tax Fees | 43 |
| Pre-Approval Policies and Procedures | 43 |
| PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 44 |
| Background | 44 |
| Board Recommendation | 44 |
| PROPOSAL 3 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY VOTE”) | 44 |
| Background | 44 |
| Board Recommendation | 44 |
| PROPOSAL 4 – ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES (“FREQUENCY VOTE”) | 44 |
| Background | 44 |
| Board Recommendation | 45 |
| PROPOSAL 5 – APPROVAL OF AMENDMENT TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE 2011 PLAN BY 3,000,000 SHARES AND TO EXTEND THE PERIOD DURING WHICH ISOS MAY BE GRANTED | 45 |
| Background | 45 |
| Board Recommendation | 50 |
| OTHER MATTERS | 50 |
| Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons | 50 |
| Delinquent Section 16(a) Reports | 50 |
| Stockholder Proposals and Nominations | 50 |
| Householding of Proxy Materials | 51 |
| Incorporation by Reference | 51 |
| Forward-Looking Statements | 51 |
| Other Business | 51 |
| APPENDIX A – 2011 Plan | 52 |
| APPENDIX B – 2011 Plan Amendment | 72 |
10880 Wilshire Boulevard, Suite 2150, Los Angeles, California 90024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.