Aprea Therapeutics, Inc.
For the period ended Jun 5, 2025. Filed Apr 22, 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 5, 2025 · Filed Apr 22, 2025
Contents
PROXY SUMMARY
To assist you in reviewing the proposals to be considered at the Annual Meeting, we call your attention to the following proxy summary. This is only a summary; please review this Proxy Statement and our 2024 Annual Report on Form 10-K in full.
Summary of Stockholder Voting Matters
| | | | ||
|---|---|---|---|---|
| Proposal | For MoreInformation | Board of DirectorsRecommendation | ||
| Item 1: Election of Three Class III Directors for Three-Year Terms Expiring at the 2028 Annual Meeting of StockholdersClass III: | | Page 32 | | ✓ FOR Each Nominee |
| Jean-Pierre Bizzari, M.D.Oren Gilad, Ph.D.John B. Henneman III | | | ||
| Item 2: Ratification of Appointment of EisnerAmper LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2025 | | Page 32 | | ✓ FOR |
| Item 3: Advisory Vote on the Compensation of our Named Executive Officers | | Page 32 | | ✓ FOR |
| Item 4: Advisory Vote on the Frequency of Future Advisory “Say On Pay” Votes | | Page 32 | | ✓ FOR |
Our Director Nominees
You are being asked to vote on the election of Jean-Pierre Bizzari, M.D., Oren Gilad, Ph.D. and John B. Henneman III as Class III directors, each to serve for a three-year term expiring at our 2028 Annual Meeting of Stockholders. Each director will hold office until his or her successor is elected and qualified or until the director’s earlier death, resignation, or removal.
Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The three nominees receiving the most FOR votes (among votes properly cast in person or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Dr. Bizzari, Dr. Gilad and Mr. Henneman. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.
| · | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name · Age · DirectorSince · Occupation · Independent · AC · CC · NCGC · R&D · Other CurrentPublicCompanyBoards | ||||||||||||||||||
| Jean-Pierre Bizzari, M.D. | | 70 | | 2023 | | None. | | Yes | | — | | — | | — | | M | | ADC Therapeutics SA |
| Oren Gilad, Ph.D. | | 56 | | 2022 | | President and CEO of the Company | | No | | — | | — | | — | | — | | None |
| John B. Henneman III | | 63 | | 2019 | | None. | | Yes | | C | | — | | M | | — | | Orthofix Medical, Inc. and Anika Therapeutics, Inc. |
| AC = Audit Committee | CC = Compensation Committee | | C = Chair | ||
|---|---|---|---|---|---|
| NCGC = Nominating and Corporate Governance CommitteeR&D = Research and Development Committee | | | M = Member | ||
| | |
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| | 7 |
Corporate Governance Summary Facts
The following table summarizes our current Board structure and key elements of our corporate governance framework:
| Governance Item | ||
|---|---|---|
| Size of Board | 9 | |
| Number of Independent Directors | 8 out of 9 (88%) | |
| Chairman of the Board | Richard Peters, M.D., Ph.D. | |
| Separate Chairman and CEO | | Yes |
| All Non-Employee Directors and Board Committee Members are Independent | | Yes |
| Board Self-Evaluation | Periodic | |
| Review of Independence of Board and Committees | | Annual |
| Independent Directors Regularly Meet Without Management Present | Yes | |
| Voting Standard for Election of Directors in Uncontested Elections | | Plurality |
| Directors Have Access to All Levels of Management and are Provided with Opportunities to Meet with Members of Management on a Regular Basis | | Yes |
| Corporate Governance Guidelines | | Yes |
| 8 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.