Eton Pharmaceuticals, Inc.
For the period ended Jun 10, 2025. Filed Apr 25, 2025.
View on SEC.govAbout this filing
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 10, 2025 · Filed Apr 25, 2025
Contents
Cover page
Show cover page
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 under §240.14a-12 |
ETON PHARMACEUTICALS, 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 the appropriate box):
| ☒ | 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 |
Eton Pharmaceuticals, Inc.
21925 W. Field Parkway, Suite 235
Deer Park, Illinois 60010
NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 10, 2025
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Eton Pharmaceuticals, Inc., will be held virtually at www.virtualshareholdmeeting.com/ETON2025 on June 10, 2025, at 10:00 a.m. central daylight time (“CDT”) for the following purposes:
| ● | To elect Paul V. Maier as a Class I director to hold office until the 2028 annual meeting of stockholders and until a successor is duly elected and qualified, or until earlier resignation or removal; |
| ● | To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| ● | To transact any other business that properly comes before the Annual Meeting (including adjournments and postponements thereof). |
The Annual Meeting will begin promptly at 10:00 a.m. CDT. CDT. Only stockholders of record at the close of business on April 11, 2025, are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement. If you are a stockholder of record, your ownership as of the record date will be verified prior to admittance into the meeting. If you are not a stockholder of record but hold shares through a broker, trustee, or nominee, you must provide proof of beneficial ownership as of the record date, such as an account statement or similar evidence of ownership. Please allow ample time for the admittance process.
Pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials over the Internet, we are posting the Company’s proxy materials on the Internet at www.proxyvote.com and delivering a Notice of Internet Availability of Proxy Materials. The Notice will be mailed to holders of record and beneficial owners of our common stock starting on or about May 1, 2025. The Notice contains instructions on how to access those documents and to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2024 Annual Report on Form 10-K. Stockholders of record may request to receive the proxy materials in printed form by mail on an ongoing basis for future annual meetings of the Company’s stockholders. This process allows us to provide our stockholders with the information they need on a more-timely basis.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible to ensure your representation and the presence of a quorum at the Annual Meeting. Please review the instructions on the proxy card regarding your voting options. You may vote in person at the Annual Meeting, via the Internet, by mail or by telephone.
By Order of the Board of Directors,
Sean E. Brynjelsen
President and Chief Executive Officer
Deer Park, Illinois
April 25, 2025
Important Notice Regarding the Availability of Proxy Materials for the Eton Pharmaceuticals 2025 Annual Meeting of Stockholders to Be Held on June 10, 2025: The Notice of 2025 Annual Meeting of Stockholders, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.
Forward-looking statements included herein are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. We encourage you to read our reports filed with the SEC, including the sections captioned “Risk Factors” and “Forward Looking Information and Factors that May Affect Future Results,” for a description of such substantial risks and uncertainties. These reports are available at www.etonpharma.com and the SEC’s****website at www.sec.gov.
| Page | |
|---|---|
| General Information | 4 |
| Householding | 6 |
| Proposal One - Election of Directors | 7 |
| Corporate Governance | 9 |
| Executive Officers | 9 |
| Executive Compensation | 19 |
| Report of the Compensation Committee of the Board of Directors | 26 |
| Security Ownership of Certain Beneficial Owners and Management | 26 |
| Section 16(A) Beneficial Ownership Reporting Compliance | 27 |
| Related Party Transactions | 27 |
| Transaction of Other Business | 27 |
| Proposal Two - Ratification of the Appointment of Our Independent Registered Public Accounting Firm | 28 |
| Report of the Audit Committee of the Board of Directors | 29 |
| Additional Information | 30 |
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.