Scienture Holdings Inc
For the period ended Jan 27, 2025. Filed Jan 27, 2025.
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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.
Jan 27, 2025 · Filed Jan 27, 2025
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DEF 14A 1 formdef14a.htm
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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
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| ☒ | No Fee Required |
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| ☐ | 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. |
6308 Benjamin Rd, Suite 708
Tampa, Florida 33634
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 10, 2025
TO THE STOCKHOLDERS OF SCIENTURE HOLDINGS, INC.:
Notice is hereby given of the 2025 annual meeting of stockholders of Scienture Holdings, Inc., which we refer to as “we,” “us,” “our,” or the “Company,” to be held on March 10, 2025, at 11:00 a.m. Eastern Time virtually at https://agm.issuerdirect.com/scnx-2025 (the “Annual Meeting”), for the following purposes:
| ● | To elect five directors to the Board each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal. The Board intends to present for election the following five nominees: Surendra Ajjarapu, Donald G. Fell, Mayur Doshi, Subbarao Jayanthi, and Shankar Hariharan (“Proposal 1”); |
| ● | To ratify the appointment of CM3 Advisory as our independent auditor for the fiscal year ending December 31, 2025 (“Proposal 2”); |
| ● | To approve, by a non-binding advisory vote, the compensation of our named executive officers as described in the accompanying proxy statement (“Proposal 3”); |
| ● | To approve, by a non-binding advisory vote, the frequency with which our stockholders will be entitled to a non-binding advisory vote on the compensation of our named executive officers (“Proposal 4”); |
| ● | To approve an adjournment of the Annual Meeting, if necessary and appropriate, as determined by the Board in its sole discretion, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the presented proposals or to constitute a quorum (“Proposal 5”); and |
| ● | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The Board has fixed the close of business on January 9, 2025 as the record date for determining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
You may also vote your shares by marking your votes on the proxy card, signing and dating it, and mailing it in the envelope provided. In addition, you may vote by telephone: call toll-free 1-866-752-VOTE(8683) and follow the instructions provided by the recorded message. You will need your proxy card available if you vote by telephone. You may also vote by Internet: access HTTPS://WWW.IPROXYDIRECT.COM/SCNX and follow the steps outlined on the secure website.
Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote in accordance with the instructions in the Notice of Internet Availability of Proxy Materials or by completing, signing, dating, and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting.
This Notice and Proxy Statement are dated January 27, 2025 and are first being mailed to shareholders on or about January 28, 2025. Please note that this Notice and Proxy Statement are also available at HTTPS://WWW.IPROXYDIRECT.COM/SCNX.
January 27, 2025
By order of the Board,
/s/ Surendra Ajjarapu
Surendra Ajjarapu
Chairman of the Board
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Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on March 10, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| INTRODUCTION | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 2 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF AUDITORS | 5 |
| PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 7 |
| PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION | 8 |
| PROPOSAL 5: APPROVAL TO ADJOURN THE ANNUAL MEETING | 8 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 9 |
| DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 14 |
| REPORT OF THE AUDIT COMMITTEE | 19 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 19 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 29 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 30 |
| STOCKHOLDER PROPOSALS AND NOMINATIONS | 32 |
| OTHER MATTERS | 33 |
| CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING | 33 |
| ANNEX A: AUDIT COMMITTEE CHARTER | A-1 |
| ANNEX B: COMPENSATION COMMITTEE CHARTER | B-1 |
| ANNEX C: NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER | C-1 |
| ANNEX D: NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL | D-1 |
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6308 Benjamin Rd, Suite 708
Tampa, Florida 33634
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.