Dogwood Therapeutics, Inc.
For the period ended Jun 18, 2025. Filed Apr 30, 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.
Jun 18, 2025 · Filed Apr 30, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
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 |
| | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| | |
| ☒ | Definitive Proxy Statement |
| | |
| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
DOGWOOD THERAPEUTICS, 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 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 14a-6(i)(1) and 0-11. |
Alpharetta, GA 30009
April 30, 2025
To our Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Dogwood Therapeutics, Inc. (the “Annual Meeting”), to be held virtually at https://agm.issuerdirect.com/dwtx-2025 on Wednesday, June 18, 2025 at 10:00 a.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location at no cost, provides for cost savings to Dogwood Therapeutics, Inc. (the “Company”) and our stockholders and reduces the environmental impact of our Annual Meeting.
Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders (the “Notice”) and 2025 Annual Meeting Proxy Statement (the “Proxy Statement”). Other than the proposals described in the Proxy Statement, the Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting.
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we strongly urge you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.
This proxy statement and enclosed proxy card are first being mailed on or about April 30, 2025. If you have any questions with respect to voting, please call our Chief Financial Officer and Secretary, Angela Walsh, at 1- 866- 620-8655.
Thank you for your continued support of and ownership in our Company. We look forward to your participation at the meeting.
Best regards,
/s/ Greg Duncan
Greg Duncan
Chairman and Chief Executive Officer
Alpharetta, GA 30009
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 18, 2025
To our Stockholders:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Dogwood Therapeutics, Inc. will be held virtually at https://agm.issuerdirect.com/dwtx-2025 on Wednesday, June 18, 2025, at 10:00 a.m. Eastern Time, to consider and vote on the following matters described in the accompanying Proxy Statement:
| 1. | The election of the seven director nominees named in the accompanying Proxy Statement; |
| 2. | Ratification of the selection of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | Vote to approve the amendment to the Dogwood Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan; and |
| 4. | Transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2025 Annual Meeting of Stockholders (the “Notice”).
Our Board of Directors unanimously recommends that you vote “FOR” the election of all of the director nominees (Proposal 1); “FOR” the proposal to ratify Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 2); and “FOR” the vote to approve the amendment to the Dogwood Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan (Proposal 3).
The Board of Directors has fixed the close of business on April 29, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.
Thank you for your ongoing support of and interest in Dogwood Therapeutics, Inc.
By Order of the Board of Directors,
/s/ Greg Duncan
Greg Duncan
Chairman and Chief Executive Officer
Alpharetta, Georgia
April 30, 2025
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS.
This Proxy Statement and the proxy card are being mailed to our stockholders on or about April 30, 2025. In accordance with the rules of the Securities and Exchange Commission, we are advising our stockholders of the availability on the Internet of our proxy materials related to our forthcoming Annual Meeting. Because we have elected to utilize the “full set delivery” option, we are delivering to all stockholders paper copies of all the proxy materials, as well as providing access to those proxy materials on our website. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available to beneficial holders of our common stock and record holders of our common stock at https://ir.dwtx.com/events-presentations/meeting.
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT | 2 |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 2 |
| BOARD OF DIRECTORS | 8 |
| AUDIT COMMITTEE REPORT | 15 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND OFFICERS | 16 |
| EXECUTIVE OFFICERS | 18 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 19 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 26 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 27 |
| PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 28 |
| PROPOSAL 3: APPROVAL OF THE AMENDMENT TO THE DOGWOOD THERAPEUTICS, INC. AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN | 29 |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2023 ANNUAL MEETING OF STOCKHOLDERS | 36 |
| DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS | 38 |
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Alpharetta, Georgia 30009
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