Aurinia Pharmaceuticals Inc.
For the period ended Jun 3, 2026. Filed Apr 21, 2026.
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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 3, 2026 · Filed Apr 21, 2026
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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 |
AURINIA PHARMACEUTICALS 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 all boxes that apply):
| ☒ | 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 |
Notice of the 2026 Annual General Meeting of Shareholders
To Be Held Virtually on June 3, 2026
April 21, 2026
To the Shareholders of Aurinia Pharmaceuticals Inc. (the “Company”):
The 2026 annual general meeting of shareholders (the “Meeting”) of the Company will be held via live webcast at https://meetings.lumiconnect.com/400-059-506-004 (meeting ID: 400-059-506-004; case sensitive password: aurinia2026) on June 3, 2026 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 five director nominees named in the Proxy Statement/Circular, each to serve until the 2027 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 2027 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 the Proxy Statement/Circular (the “say-on-pay” vote); 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 14, 2026 are entitled to notice of, and to vote on, the proposals described in the Proxy Statement/Circular.
The Company’s board of directors (the “Board”) has determined 11:59 p.m., Eastern Time, on June 2, 2026, 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 21 st day of April, 2026
By Order of the Board
/s/ Kevin Tang
Kevin Tang
Chief Executive Officer and Chair of the Board
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 made available to you via the Notice (as defined below), or vote over the telephone or the Internet as instructed in these materials and in the Notice, 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 VIRTUALLY ON JUNE 3, 2026: THIS PROXY STATEMENT/CIRCULAR, THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND THE COMPANY’S 2025 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT WWW.PROXYVOTE.COM OR REFER TO SUCH OTHER INSTRUCTIONS FROM YOUR INTERMEDIARY.
Pursuant to rules promulgated by the Securities and Exchange Commission (the “SEC”), and in accordance with an exemptive relief order granted by the British Columbia Securities Commission and Ontario Securities Commission to the Company on February 24, 2023, we have elected to provide proxy materials electronically rather than by mail. Accordingly, we will mail, on or about April 21, 2026, a Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders of record and beneficial owners as of the close of business on April 14, 2026 (the “Record Date”). The Company has elected to use the procedure known as “stratification” in relation to its notice-and-access method of delivery of materials. The Company is mailing physical proxy materials only to registered shareholders and beneficial shareholders who specifically request them. On the date of mailing of the Notice, all shareholders will have the ability to access all of the proxy materials, consisting of the Notice, the accompanying proxy statement and management information circular (the “Proxy Statement/Circular”) and the Company’s 2025 Annual Report on Form 10-K electronically at www.sedarplus.ca, www.sec.gov and our website, https://www.auriniapharma.com/investors. We will provide paper copies of these proxy materials free of charge to any shareholder who requests them. To request a paper copy, please send your request to Aurinia Pharmaceuticals Inc., Corporate Secretary, #140 - 14315 118 Avenue, Edmonton, Alberta, T5L 4S6, Canada, or call (250) 744-2487.
Voting is Easy. Vote Well in Advance of the Deadline on June 2, 2026 at 11:59 p.m. (Eastern Time)
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement/Circular; Questions and Answers About These Proxy Materials and Voting | 3 |
| Proposal 1: Election of Directors | 9 |
| Proposal 2: Appointment of Independent Registered Public Accounting Firm | 12 |
| Proposal 3: Advisory Vote on Executive Compensation | 13 |
| Executive Officers of The Company | 19 |
| Executive Compensation | 21 |
| Item 402 (v) Pay vs. Performance | 36 |
| Director Compensation | 43 |
| Security Ownership of Certain Beneficial Owners and Management | 45 |
| Transactions With Related Persons | 47 |
| Householding of Proxy Materials | 48 |
| Interest of Informed Persons in Material Transactions | 48 |
| Interest of Certain Persons or Companies | 48 |
| Other Matters | 48 |
| Appendix A Mandate of Board of Directors | 49 |
| Appendix B Statement of Canadian Corporate Governance Practices | 53 |
| Form of Proxy | 60 |
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