PTC THERAPEUTICS INC
For the period ended Jun 17, 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 17, 2025 · Filed Apr 30, 2025
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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 (Amendment No. )
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| Filed by the Registrant þ | |
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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| PTC Therapeutics, Inc. | ||
| (Name of Registrant as Specified In Its Charter) | ||
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
| Payment of Filing Fee (Check all boxes that apply): | ||
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| þ 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. | ||
PTC Therapeutics, Inc.
500 Warren Corporate Center Drive
Warren, New Jersey 07059
April 30, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of PTC Therapeutics, Inc., on Tuesday, June 17, 2025 at 9:00 a.m., Eastern Time. The Annual Meeting will be held over the Internet in a virtual meeting format, via live webcast at www.virtualshareholdermeeting.com/PTCT2025. There will not be a physical meeting location for the Annual Meeting and stockholders will not be able to attend the Annual Meeting in person.
The attached Notice of the Annual Meeting and proxy statement provide important information about the Annual Meeting and will serve as your guide to the business to be conducted at the meeting. Your vote is very important to us. We urge you to read the accompanying materials regarding the matters to be voted on at the Annual Meeting and to submit your voting instructions by proxy. Our Board of Directors recommends that you vote "for" each of the proposals listed on the attached Notice.
You may submit your proxy by Internet, by telephone or by requesting, prior to June 3, 2025, a printed or emailed copy of the proxy materials and using the enclosed proxy card. If you submit your proxy before the Annual Meeting but later decide to virtually attend the Annual Meeting, you may still vote at the Annual Meeting.
On behalf of our Board of Directors, management and all of our employees, I thank you for your continuing support and confidence.
As always, we encourage you to vote your shares prior to the Annual Meeting regardless of whether you intend to attend.
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| | Sincerely, |
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| | Matthew B. Klein, M.D., M.S., F.A.C.S. |
| | Chief Executive Officer |
PTC Therapeutics, Inc.
500 Warren Corporate Center Drive
Warren, New Jersey 07059
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 17, 2025
To the Stockholders of PTC Therapeutics, Inc.:
The attached proxy statement contains information about the 2025 Annual Meeting of Stockholders of PTC Therapeutics, Inc., which we refer to as the Annual Meeting. The Annual Meeting will be held on Tuesday, June 17, 2025 at 9:00 a.m., Eastern Time, over the Internet in a virtual format, via live webcast at www.virtualshareholdermeeting.com/PTCT2025. There will not be a physical meeting location for the Annual Meeting, and stockholders will not be able to attend the Annual Meeting in person.
At the Annual Meeting, stockholders will consider and act upon the following matters:
| 1. | To elect the three Class III director nominees nominated by our Board of Directors and named in the proxy statement, each to serve for a term ending in 2028, or until his or her successor has been duly elected and qualified; |
| 2. | To ratify the appointment of Ernst & Young LLP, a registered public accounting firm, as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | To hold an advisory vote to approve named executive officer compensation; and |
| 4. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 30, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials, or the Notice, to stockholders of record at the close of business on April 21, 2025, the record date for the Annual Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request, prior to June 3, 2025, to receive a printed or emailed set of our proxy materials.
We encourage you to vote in one of the following ways:
| ● | Vote Virtually at the Annual Meeting, by accessing the annual meeting webcast at www.virtualshareholdermeeting.com/PTCT2025 (have the Notice or proxy card in hand when you access the website); |
| ● | Vote over the Internet prior to the Annual Meeting, by going to www.proxyvote.com (have the Notice or proxy card in hand when you access the website); |
| ● | Vote by Telephone, by calling the toll-free number 1-800-690-6903 (have the Notice or proxy card in hand when you call); or |
| ● | Vote by Mail, if you received (or requested and received) a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided. |
If your shares are held in “street name,” meaning that they are held for your account by a broker or other nominee, you may receive additional instructions from your broker or other nominee on how to vote your shares.
Whether or not you plan to virtually attend the Annual Meeting, we urge you to take the time to vote your shares.
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| | By Order of the Board of Directors, |
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| | Gabriel Holdsman |
| | Secretary |
| | April 30, 2025 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.