VOLITIONRX LTD
For the period ended Jul 2, 2024. Filed May 13, 2024.
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Jul 2, 2024 · Filed May 13, 2024
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DEF 14A 1 vnrx_def14a.htm 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 (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 |
VOLITIONRX LIMITED
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |
|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
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| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
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| (4) | Date Filed: | |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Tuesday, July 2, 2024
To Our Stockholders:
Notice is hereby given that the 2024 Annual Meeting of Stockholders, or the Annual Meeting, of VolitionRx Limited, which we refer to as VolitionRx, the Company, we or us, will be held at 93-95 Gloucester Place, London, W1U 6JQ, United Kingdom, at 1:00 p.m. British Summer Time on Tuesday, July 2, 2024, for the following purposes:
| 1. | Election of Directors. To elect six directors to serve until the next annual meeting of stockholders, and until each such director’s successor is duly elected and qualified, or until his or her earlier death, resignation or removal; |
| 2. | Ratification of Selection of Independent Registered Public Accounting Firm. To ratify the selection of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2024; |
| 3. | Non-Binding Advisory Vote to Approve Named Executive Officer Compensation. To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Compensation of Named Executive Officers section of this Proxy Statement; |
| 4. | Approval of Amendment to Restated Certificate to Increase Authorized Shares. To approve an amendment to our Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock, $0.001 par value per share, from 100,000,000 to 175,000,000; |
| 5. | Approval of 2024 Stock Incentive Plan. Contingent upon approval of Proposal 4, to approve the Company’s 2024 Stock Incentive Plan; and |
| 6. | Other Business. To consider and act upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. |
The Company’s board of directors unanimously recommends that you vote “FOR” the election of each of the director nominees named in Proposal 1, and “FOR” Proposals 2, 3, 4, and 5.
The Company’s board of directors has fixed the close of business on May 8, 2024, as the Record Date for the determination of stockholders that are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Only stockholders of record, and holders of shares in street name as represented by a bank or broker statement certifying the number of shares in their possession, as of the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and submit your proxy and voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section entitledHow to Vote in the Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card.
By order of the Board of Directors
/s/ Cameron Reynolds
Cameron Reynolds President, Chief Executive Officer and Director
Approximate Date of Mailing of Notice of
Internet Availability of Proxy Materials:
May 17, 2024** **
ii
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| ABOUT THE MEETING | 1 |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 2 |
| VOTING INFORMATION | 3 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 6 |
| DIRECTORS AND EXECUTIVE OFFICERS | 8 |
| CORPORATE GOVERNANCE OF THE COMPANY | 12 |
| Corporate Governance Practices and Policies | 12 |
| Director Independence | 12 |
| Board Composition and Attributes | 12 |
| Term of Office for Directors and Officers | 13 |
| Family Relationships | 13 |
| Certain Arrangements and Understandings | 13 |
| Involvement in Certain Legal Proceedings | 13 |
| Board and Committee Meetings; Annual Meeting Attendance | 14 |
| Committees of the Board of Directors | 14 |
| Nominating Procedures | 16 |
| Board Leadership Structure and Role in Risk Oversight | 16 |
| Communications with the Board of Directors | 17 |
| Stockholder Engagement | 17 |
| Code of Ethics | 18 |
| Employee, Director and Officer Hedging | 18 |
| Transactions with Related Persons | 18 |
| Policy on the Review, Approval or Ratification of Transactions with Related Persons | 18 |
| REPORT OF THE AUDIT COMMITTEE | 19 |
| COMPENSATION OF NAMED EXECUTIVE OFFICERS | 20 |
| Summary Compensation Table | 20 |
| Employment and Consulting Agreements | 21 |
| Role of Executive Officers with Compensation Decisions | 22 |
| Compensation Consultant | 22 |
| Outstanding Equity Awards Tables | 22 |
| Long-Term Incentive Plans | 25 |
| Severance and Change-of-Control Benefits | 25 |
| Pay Versus Performance | 26 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 29 |
| PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 34 |
| PROPOSAL 3 — NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 36 |
| PROPOSAL 4 — APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE TO INCREASE AUTHORIZED SHARES | 38 |
| PROPOSAL 5 — APPROVAL OF 2024 STOCK INCENTIVE PLAN | 40 |
| INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON | 46 |
| DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS | 46 |
| DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING | 46 |
| WHERE YOU CAN GET ADDITIONAL INFORMATION | 46 |
| DELINQUENT SECTION 16(a) REPORTS | 46 |
| OTHER MATTERS | 47 |
iii
Table of Contents
1489 West Warm Springs Road, Suite 110
Henderson, Nevada 89014
Telephone: +1 (646) 650-1351
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Tuesday, July 2, 2024 at
93-95 Gloucester Place, London, W1U 6JQ, United Kingdom
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.