ARROWHEAD PHARMACEUTICALS INC
For the period ended Jan 26, 2024. Filed Jan 26, 2024.
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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.
Jan 26, 2024 · Filed Jan 26, 2024
ARWR$58.16+1.2%Stored close · as of Nov 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant To §240.14a-12 |
ARROWHEAD 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 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. |
Notice of Annual Meeting of Stockholders
To Be Held on Thursday, March 14, 2024
| Your vote is important, whether or not you expect to attend the Annual Meeting of Stockholders. Stockholders of record are urged to vote via the Internet or telephone as instructed, or if you are voting by mail, to mark, sign and date and promptly return the proxy in the postage-prepaid return envelope provided. Voting promptly will help avoid the additional expense of further solicitation to assure a quorum at the meeting. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Thursday, March 14, 2024: You may access the following proxy materials at www.proxyvote.com before the meeting and www.virtualshareholdermeeting.com/ARWR2024 during the meeting. • Notice of the 2024 Annual Meeting of Stockholders; • Company’s 2024 Proxy Statement; • Company’s Annual Report on Form 10-K for the year ended September 30, 2023; and • Form of Proxy Card | TO THE STOCKHOLDERS OF ARROWHEAD PHARMACEUTICALS, INC.: NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Arrowhead Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Arrowhead”), will be held on Thursday, March 14, 2024, at 10:00 a.m., Pacific time (the “Annual Meeting”). This year’s meeting will be a completely “virtual” meeting of stockholders. You can attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ARWR2024. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com. The Annual Meeting will be held for the purpose of considering and voting upon the following proposals, as more fully described in the accompanying Proxy Statement: 1. To elect the seven directors named in the Proxy Statement to serve as members of the Company’s Board of Directors until the next Annual Meeting or until their successors are elected; 2. To conduct an advisory (non-binding) vote to approve executive compensation; 3. To ratify the selection of KPMG LLP as independent auditors of the Company for the fiscal year ending September 30, 2024; and 4. To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof. The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Proposal No. 1 relates solely to the election of the seven directors nominated by the Board of Directors and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any stockholder of the Company. | |
|---|---|---|
| All stockholders of record are cordially invited to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ARWR2024. Instructions for accessing the virtual Annual Meeting are provided in the Proxy Statement. In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 10:30 a.m., Pacific Time on the date specified above and at the Company’s address specified below solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at ir.arrowheadpharma.com.If you prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability. To ensure your representation at the meeting, you are urged to vote via the Internet or telephone as instructed in the Notice of Internet Availability, or to mark, sign, date and return the proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any stockholder of record attending the Annual Meeting may vote at the Annual Meeting even if such stockholder has previously returned a proxy. | ||
| /s/ Patrick O’BrienPatrick O’BrienSecretary | Pasadena, CaliforniaJanuary 26, 2024 |
Arrowhead Pharmaceuticals, Inc. ● 177 E. Colorado Blvd., Suite 700 ● Pasadena, California 91105
2024 PROXY STATEMENT Table of Contents
| General Information Concerning Solicitation and Voting | 1 |
|---|---|
| Record Date | 2 |
| Revocability of Proxies | 2 |
| Voting and Solicitation | 2 |
| Quorum; Abstentions; Broker Non-Votes | 2 |
| Deadline for Receipt of Stockholder Proposals | 3 |
| Proposal One — Election of Directors | 4 |
| Board Composition and Nominating Process | 10 |
| Corporate Governance, Environmental and Social Commitment | 12 |
| Stockholder Communications with Directors | 13 |
| Board Meetings and Committees | 13 |
| Director Compensation | 16 |
| Proposal Two — Advisory Vote to Approve Executive Compensation | 18 |
| Executive Compensation | 19 |
| Compensation Discussion and Analysis | 19 |
| Our Company | 19 |
| Business Development | 21 |
| Platform | 22 |
| Pipeline | 23 |
| Executive Compensation Philosophy | 30 |
| Executive Compensation Program Design | 30 |
| Governance of Executive Compensation Program | 31 |
| Individual Compensation Elements | 33 |
| Employment Arrangements | 37 |
| Post-Employment Compensation Arrangements | 38 |
| Other Compensation Policies and Practices | 38 |
| Tax and Accounting Considerations | 39 |
| Compensation Risk Assessment | 40 |
| Compensation Tables | 41 |
| Proposal Three — Ratification of Appointment of Independent Auditors | 54 |
| Audit Fees | 55 |
| Report of the Audit Committee | 56 |
| Voting Securities of Principal Stockholders and Management | 57 |
| Equity Compensation Plan Information | 58 |
| Review and Approval of Related-Party Transactions | 60 |
| Certain Relationships and Related Transactions, and Director Independence | 61 |
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