Aurinia Pharmaceuticals Inc
For the period ended May 15, 2025. Filed Apr 17, 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.
May 15, 2025 · Filed Apr 17, 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
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 |
(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 all boxes that apply):
| ☒ | 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 |
Dear Fellow Shareholders:
I am pleased to report that Aurinia ended 2024 in a strong position. Sales of LUPKYNIS®, our flagship product and the first FDA-approved oral therapy for the treatment of adult patients with active lupus nephritis, grew 36% to $216.2 million in 2024, its fourth year on the market. Robust cash flows from operations from our growing product sales enabled the Company to repurchase 6.1 million common shares under our share repurchase plan in 2024 while still closing the year in a strong financial position. As of December 31, 2024, Aurinia had cash, cash equivalents, restricted cash and short-term investments of $358.5 million and zero debt.
We are excited about Aurinia’s prospects for 2025 and beyond. With the many lupus nephritis patients who could still benefit from LUPKYNIS and the recently revised treatment guidelines from the American College of Rheumatology recommending the early use of drugs like LUPKYNIS to prevent kidney damage, the potential for LUPKYNIS’s continued growth is strong.
We are also excited about our pipeline product candidate, AUR200, a dual inhibitor of B cell activating factor (BAFF) and a proliferation inducing ligand (APRIL), which has the potential to treat a wide range of autoimmune diseases. In September 2024, we initiated a Phase 1 study of AUR200 and expect to report initial results from this study in the second quarter of 2025.
I am pleased to provide an update on significant corporate governance changes that Aurinia has implemented.
Aurinia has reduced the proposed size of the Board of Directors to six members from nine at last year’s annual meeting. We believe that this change is consistent with our recent streamlining of the organization and will facilitate more efficient decision making.
Four of the six Board nominees are new to the Company in the past year. We welcome their fresh perspectives on opportunities to maximize shareholder value.
We have redesigned our employee equity incentive program to strengthen its alignment with shareholder interests. Specifically, for 2025, all equity grants for all employees are either performance awards or stock options, both of which only have value if the price of Aurinia’s common shares appreciates; time-vested restricted stock units are no longer being granted.
On behalf of the Board of Directors, I would like to thank the management team and all of the employees for their dedication to the Company and its mission to deliver life-changing treatments to patients. I also would like to thank all of our shareholders for your continued support.
Sincerely,
/s/ Kevin Tang
Chair of the Board
On behalf of the Board of Directors
Notice of the 2025 Annual General Meeting of Shareholders
To Be Held on May 15, 2025
April 17, 2025
To the Shareholders of Aurinia Pharmaceuticals Inc. (the “Company”):
The 2025 annual general meeting of shareholders (the “Meeting”) of the Company will be held via live webcast at https://meetings.lumiconnect.com/400-265-961-243 (meeting ID: 400-265-961-243; case sensitive password: aurinia2025) on May 15, 2025 at 12:00 p.m., Eastern Time. The Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement and management information circular (the “Proxy Statement/Circular”):
To elect 6 director nominees named in the Proxy Statement/Circular, each to serve until the 2026 annual general meeting of shareholders or until their qualified successor has been duly elected or appointed;
To approve the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm until the close of the 2026 annual general meeting of shareholders or until a successor is appointed;
To approve, on a non-binding advisory basis, the Company’s executive compensation set forth in this Proxy Statement/Circular (the “say-on-pay” vote);
To approve an amendment to the Company’s Equity Incentive Plan to increase the maximum number of common shares reserved for issuance pursuant to the Equity Incentive Plan by 6,000,000; and
To transact any other matters that may properly be brought before the Meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on April 12, 2025 are entitled to notice of, and to vote on, the proposals described in the Proxy Statement/Circular.
The Company’s Board of Directors has determined 12:00 p.m., Eastern Time, on May 13, 2025 or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting as the time before which proxies to be used or acted upon at the Meeting or any adjournment or postponement thereof must be deposited with the Company’s transfer agent. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting. Failure to properly complete or deposit a proxy may result in its invalidation.
DATED this 17 th day of April, 2025.
By Order of the Board of Directors,
/s/ Peter Greenleaf
Peter Greenleaf
Director, President and Chief Executive Officer
The Meeting will be a completely virtual meeting. Whether or not you expect to virtually attend the Meeting, please complete, date, sign and return the proxy that was mailed to you, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Meeting. Please note, that if your common shares are held of record by a broker, bank or other nominee and you wish to vote at the Meeting (instead of doing so in advance), you must obtain a legal proxy issued in your name from the holder of record.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2025: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM OR REFER TO SUCH OTHER INSTRUCTIONS FROM YOUR INTERMEDIARY.
Voting is Easy. Vote Well in Advance of the Deadline on May 13, 2025 at 12:00 p.m. (Eastern Time)
Questions or Require Voting Assistance?Contact our proxy solicitation agent, Alliance Advisors, toll free within North America at 1-844-200-5964 (1-315-658-0064 outside North America), or by email at AUPH@allianceadvisors.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement; Questions and Answers About These Proxy Materials and Voting | 3 |
| Proposal 1: Election of Directors | 10 |
| Proposal 2: Appointment of Independent Registered Public Accounting Firm | 14 |
| Proposal 3: Advisory Vote on Executive Compensation | 15 |
| Proposal 4: Amendment to Equity Incentive Plan | 16 |
| Executive Officers of The Company | 28 |
| Executive Compensation | 30 |
| Item 402 (v) Pay vs. Performance | 50 |
| Director Compensation | 57 |
| Security Ownership of Certain Beneficial Owners and Management | 59 |
| Transactions With Related Persons | 61 |
| Householding of Proxy Materials | 62 |
| Interest of Informed Persons in Material Transactions | 63 |
| Interest of Certain Persons or Companies | 63 |
| Other Matters | 63 |
| Appendix A Mandate of Board of Directors | 64 |
| Appendix B Statement of Canadian Corporate Governance Practices | 68 |
| Appendix C Amendment to the Equity Incentive Plan | 75 |
| Form of Proxy | 90 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.