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FibroBiologics, Inc.

For the period ended Jul 8, 2024. Filed Jul 8, 2024.

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About 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.

Jul 8, 2024 · Filed Jul 8, 2024

FBLG$0.98+2.4%Stored close · as of Nov 6, 2026
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DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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

FIBROBIOLOGICS, 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 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.

FIBROBIOLOGICS, INC.

455 E. Medical Center Blvd., Suite 300

Houston, Texas 77598

281-671-5150

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On August 27, 2024

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders ofFIBROBIOLOGICS, INC., a Delaware corporation, or the Annual Meeting. The meeting will be held on Tuesday, August 27, 2024 at 11:00 a.m. Central Time virtually via the Internet at www.virtualshareholdermeeting.com/FBLG2024, originating from Houston, Texas.You will not be able to attend the Annual Meeting in person. At the Annual Meeting, you will be asked to consider and vote upon the following proposals:

1.To elect the two nominees named in the accompanying proxy statement as Class I directors, to hold office until the 2027 Annual Meeting of Stockholders.
2.To ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2024.
3.To approve the adoption of an amendment to the Amended and Restated Certificate of Incorporation to reduce the authorized capital stock.
4.To approve the adoption of an amendment to the Amended and Restated Certificate of Incorporation to clarify and eliminate obsolete provisions and make certain other immaterial changes.
5.To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the proxy statement that accompanies this notice.

In accordance with rules established by the Securities and Exchange Commission, we are providing you access to our proxy materials over the Internet. Accordingly, we plan to mail a Notice of Internet Availability of Proxy Materials, or the Notice, to our stockholders on or about July 8, 2024. The Notice will describe how to access and review our proxy materials, including our proxy statement and annual report on Form 10-K. The Notice as well as the printed copy of proxy cards will also describe how you may submit your proxy via the Internet or by telephone. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. In accordance with Delaware law, a list of stockholders entitled to vote at the Annual Meeting will be accessible during normal business hours for ten days prior to the Annual Meeting at our principal place of business, 455 E. Medical Center Blvd., Suite 300, Houston, Texas 77598.

The record date for the Annual Meeting is July 1, 2024. Only stockholders of record at the close of business on that date are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership are posted at www.virtualshareholdermeeting.com/FBLG2024 . The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting at www.virtualshareholdermeeting.com/FBLG2024. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible.

By Order of the Board of Directors

/s/ Pete O’Heeron

Pete O’Heeron

Founder, Chief Executive Officer and Chairperson

Houston, Texas

July 8, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’Meeting to Be Held

on Tuesday, August 27, 2024 at 11:00 a.m. Central Time.

The proxy statement, notice and annual report to stockholders

are available at www.proxyvote.com*.*

Whether or not you expect to attend the Annual Meeting, please vote by telephone or the Internet as instructed in these materials, or if you request or we deliver to you a proxy card in the mail, you may complete, date, sign and return that proxy. Regardless of the method used, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may also vote through our virtual web conference if you attend the Annual Meeting, even if you have voted by proxy.

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING1
PROPOSAL 1: ELECTION OF DIRECTORS7
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM10
PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REDUCE THE AUTHORIZED CAPITAL STOCK11
PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CLARIFY AND ELIMINATE OBSOLETE PROVISIONS AND MAKE CERTAIN OTHER IMMATERIAL CHANGES12
CORPORATE GOVERNANCE14
Our Governance Structure and Philosophy14
Composition of the Board15
Independence of the Board17
Board Leadership Structure17
Committees of the Board17
Role of the Board in Risk Oversight19
Meetings of the Board20
Annual Meeting Attendance20
Stockholder Communications with the Board20
Code of Ethics and Business Conduct20
Clawback Policy20
Anti-Hedging Policy20
REPORT OF THE AUDIT COMMITTEE OF THE BOARD21
EXECUTIVE OFFICERS22
EXECUTIVE AND DIRECTOR COMPENSATION23
Executive Compensation23
Summary Compensation Table23
Other Elements of Compensation25
Employment Agreements with our Executive Officers26
Equity Compensation Plans28
Outstanding Equity Awards at December 31, 202328
Director Compensation28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT30
EQUITY COMPENSATION PLAN INFORMATION33
RELATED PERSON TRANSACTIONS34
Certain Relationships and Related Transactions34
Indemnification Agreements35
OTHER MATTERS36
Stockholder Proposals for 2025 Annual Meeting36
Householding of Proxy Materials36
Availability of Additional Information36
Appendix A – Capital Decrease AmendmentA-1
Appendix B – Clarifying AmendmentB-1

FIBROBIOLOGICS, INC.

455 E. Medical Center Blvd., Suite 300

Houston, Texas 77598

281-671-5150

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.