uniQure NV
For the period ended Jun 18, 2024. Filed Apr 24, 2024.
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Jun 18, 2024 · Filed Apr 24, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
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 |
| UNIQURE N.V. | |
|---|---|
| (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 14a6(i)(1) and 0-11 |
uniQure N.V.
Paasheuvelweg 25a
1105 BP Amsterdam
The Netherlands
+1-339-970-7000
April 24, 2024
Dear Shareholder:
On behalf of the Board of Directors of uniQure N.V. (the “Company”), we invite you to attend our 2024 Annual General Meeting of Shareholders (the “2024 Annual Meeting”) on June 18, 2024, at 9:00 a.m., Central European Summer Time. The 2024 Annual Meeting will be held at the Company’s principal executive offices located at Paasheuvelweg 25a, 1105 BP Amsterdam, the Netherlands. The matters to be voted upon at the 2024 Annual Meeting are listed in the Notice of Annual General Meeting of Shareholders (the “Notice”) and are more fully described in the proxy statement accompanying this letter (the “Proxy Statement”).
Shareholders of record are entitled to submit their questions regarding the agenda items ahead of the 2024 Annual Meeting by email to investors@uniQure.com and during the 2024 Annual Meeting, in each case, as more particularly described in the Proxy Statement.
We have opted to use the “Notice and Access” method of posting the proxy materials online instead of mailing printed copies to shareholders of record. We believe that this method of access provides shareholders with a convenient and quick way to access the proxy materials, including the Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), and to authorize a proxy to vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. Accordingly, shareholders of record will not receive paper copies of the proxy materials unless they request them. Instead, the Notice, which will be mailed to our shareholders of record, provides instructions regarding how to access or request the proxy materials by telephone or email. The Notice also instructs you how to vote your shares online. If you prefer to receive a paper or email copy of the proxy materials, you should follow the instructions for requesting such materials printed on the Notice. These materials are available free of charge at www.edocumentview.com/QURE. Further instructions for accessing these proxy materials and voting at the 2024 Annual Meeting are described in the Notice and the Proxy Statement.
Your vote is very important. Whether or not you plan to attend the 2024 Annual Meeting and regardless of the number of shares you hold, please carefully review the enclosed Proxy Statement and cast your vote. If you are a shareholder of record, you may vote over the Internet, by telephone or by completing, signing, dating, and mailing the accompanying proxy card in the return envelope no later than 9:59 p.m. Central European Summer Time on June 17, 2024. If you mail the proxy card within the United States, no additional postage is required. Submitting your vote online, by telephone or by proxy card will not affect your right to vote in person if you decide to attend the 2024 Annual Meeting, provided that you have notified the Company of your intention to attend the meeting no later than 12:00 p.m. Central European Summer Time on June 17, 2024. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares and you will have the option to cast your vote in the manner provided in the voting instructions you receive from your broker or other nominee. In any event, to be sure that your vote will be received in time (and no later than 9:59 p.m. Central European Summer Time on June 17, 2024), please cast your vote by your choice of available means at your earliest convenience.
Thank you for your continuing interest in the Company. We look forward to you attending the 2024 Annual Meeting. If you have any questions about the Proxy Statement, please contact investor relations at investors@uniQure.com.
Sincerely,
/s/ Matthew Kapusta
Matthew Kapusta
Chief Executive Officer and Executive Director
UNIQURE N.V.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held Tuesday, June 18, 2024
Notice is hereby given that the 2024 Annual General Meeting of Shareholders (the “2024 Annual Meeting”) of uniQure N.V., a public company with limited liability (naamloze vennootschap) under the laws of the Netherlands (the “Company,” “uniQure,” or “we”), will be held on June 18, 2024, at 9:00 a.m., Central European Summer Time, at the Company’s principal executive offices located at Paasheuvelweg 25a, 1105 BP Amsterdam, the Netherlands with the following agenda:
| I. | Opening and announcements |
|---|---|
| II. | Dutch statutory report over fiscal year 2023 (for discussion only) |
| III. | Explanation of the application of the remuneration policy (for discussion only) |
| IV. | Adoption of the Dutch statutory annual accounts over fiscal year 2023 (Voting Proposal No. 1) |
| V. | Discharge of liability of the members of our Board of Directors (the “Board”) (Voting Proposal No. 2) |
| VI. | Board Appointments: |
| | a)Reappointment of Rachelle Jacques as non-executive director (Voting Proposal No. 3)b)Reappointment of David Meek as non-executive director (Voting Proposal No. 4) |
| VII. | Designate the Board as the competent body to issue ordinary shares and grant rights to subscribe for ordinary shares of the Company (Voting Proposal No. 5) |
| VIII. | Reauthorize the Board to exclude or limit preemptive rights upon the issuance of ordinary shares and granting of rights to subscribe for ordinary shares of the Company (Voting Proposal No. 6) |
| IX. | Reauthorize the Board to repurchase ordinary shares of the Company (Voting Proposal No. 7) |
| X. | Appointment of KPMG Accountants N.V. as external auditors of the Company for the fiscal year 2024 (Voting Proposal No. 8) |
| XI. | To approve, on an advisory basis, the compensation of the Company’s named executive officers (Voting Proposal No. 9) |
| XII. | To approve an increase in the number of authorized shares under Company’s amended and restated 2014 Share Incentive Plan (the “2014 Plan”) and to authorize the Board to issue ordinary shares and grant rights to subscribe for ordinary shares pursuant to the 2014 Plan (Voting Proposal No. 10) |
| XIII. | Any other business that may properly come before the meeting or any adjournment of the meeting |
| XIV. | Closing of the meeting |
Our Board recommends that you vote “FOR” each of the voting proposals noted above.
Several of the agenda items above are presented to the 2024 Annual Meeting because the Company is organized under the laws of the Netherlands. Several matters that are within the authority of the Board under the corporate laws of most U.S. states require shareholder approval under Dutch law. Additionally, Dutch corporate governance provisions require certain discussion topics for an annual general meeting of shareholders upon which shareholders do not vote.
The Board has fixed the close of business Central European Summer Time on May 21, 2024 as the record date and, therefore, only the Company’s shareholders of record (“Registered Shareholders”) at the close of business Central European Summer Time on May 21, 2024 are entitled to receive this notice (the “Notice”) and to vote at the 2024 Annual Meeting and any adjournment thereof.
Only Registered Shareholders who have given notice in writing to the Company by 12:00 p.m. Central European Summer Time on June 17, 2024 of their intention to attend the 2024 Annual Meeting in person are entitled to attend the 2024 Annual Meeting. The conditions for attendance at the 2024 Annual Meeting are as follows:
| o | Registered Shareholders must (i) notify the Company by 12:00 p.m. Central European Summer Time on June 17, 2024 of their intention to attend the 2024 Annual Meeting by submitting their name and the number of registered shares held by them through the Company’s email address at investors@uniQure.com and (ii) bring a form of personal picture identification to the 2024 Annual Meeting; and |
| o | Holders of shares held in street name (“Beneficial Holders”) must have their financial intermediary, agent or broker with whom the shares are on deposit issue a proxy to them that confirms they are authorized to take part in and vote at the 2024 Annual Meeting. These Beneficial Holders must (i) notify the Company of their intention to attend the 2024 Annual Meeting by submitting their name and the number of shares beneficially owned by them through the Company’s email address at investors@uniQure.com no later than 12:00 p.m. Central European Time on June 17, 2024, (ii) bring an account statement or a letter from the record holder indicating that the Beneficial Holder owned the shares as of the record date to the 2024 Annual Meeting, (iii) bring the proxy issued to them by their financial intermediary to the 2024 Annual Meeting and (iv) bring a form of personal picture identification to the 2024 Annual Meeting. |
A proxy statement more fully describing the matters to be considered at the 2024 Annual Meeting (the “Proxy Statement”) is attached to this Notice. Copies of our Annual Report on Form 10-K (the “Annual Report”), including our financial statements and notes thereto, as filed with the U.S. Securities and Exchange Commission, accompany this Notice but are not deemed to be part of the Proxy Statement.
We have opted to use the “Notice and Access” method of posting the proxy materials online instead of mailing printed copies. We believe that this process will provide you with a more convenient and quicker way to access the proxy materials, and to authorize a proxy to vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.
Registered Shareholders will not receive paper copies of the proxy materials unless they request them. Instead, this Notice, which has been (or will be) mailed to our Registered Shareholders, provides instructions regarding how you may access or request all of the proxy materials by telephone or email. This Notice also instructs you how to vote your shares online. If you prefer to receive a paper or email copy of the proxy materials, you should follow the instructions for requesting such materials printed herein. All proxy materials are on a publicly accessible website. These materials are available free of charge at www.edocumentview.com/QURE.
Our 2023 Dutch Statutory Annual Accounts and our 2023 Dutch Statutory Board Report are available on our website at www.uniqure.com.
The 2024 Annual Meeting is an important event in our corporate calendar and provides an opportunity to engage with shareholders and for shareholders to pass the necessary resolutions for the conduct of the business and affairs of the Company.
Whether or not you plan to attend the 2024 Annual Meeting in person, please vote online prior to the 2024 Annual Meeting. You also may vote by telephone or by submitting a proxy card by mail prior to the 2024 Annual Meeting. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you also may have the choice of instructing the record holder as to the voting of your shares by proxy, over the Internet or by telephone. Follow the instructions on the voting instruction form you receive from your broker or other nominee. If you are submitting a proxy card by mail, you do not need to affix postage to the enclosed reply envelope if you mail it within the United States.
All proxies submitted to us will be tabulated by Computershare.
All Shareholders are extended an invitation to attend the 2024 Annual Meeting.
By Order of the Board of Directors,
/s/ Matthew Kapusta
Matthew Kapusta
Chief Executive Officer and Executive Director
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual General Meeting of**
**Shareholders to Be Held on June 18, 2024
The Proxy Statement, Proxy Card and our Annual Report on Form 10-K are available at
http://www.edocumentview.com/QURE
and, together with our 2023 Dutch Statutory Annual Accounts and our 2023 Dutch Statutory Board Report, on our website at http://www.uniqure.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.