Whitehawk Therapeutics, Inc.
For the period ended Jun 11, 2025. Filed Apr 28, 2025.
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Jun 11, 2025 · Filed Apr 28, 2025
Contents
ADDITIONAL INFORMATION
Stockholder Communications
The Board provides to every securityholder the ability to communicate with the Board, as a whole, and with individual directors on the Board through an established process for securityholder communication. For a securityholder communication directed to the Board as a whole, securityholders may send such communication to the attention of the Company's Chair of the Board via U.S. Mail or Expedited Delivery Service to: Whitehawk Therapeutics, Inc., 2 Headquarters Plaza, East Building, 11th Floor, Morristown, New Jersey 07960, Attn: Chair of the Board.
For a securityholder communication directed to an individual director in his or her capacity as a member of the Board, securityholders may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Whitehawk Therapeutics, Inc., 2 Headquarters Plaza, East Building, 11th Floor, Morristown, New Jersey 07960, Attn: Caley Castelein, M.D.
We will forward by U.S. Mail any such securityholder communication to each director, and the Chair of the Board in his or her capacity as a representative of the Board, to whom such securityholder communication is addressed to the address specified by each such director and the Chair of the Board, unless there are safety or security concerns that mitigate against further transmission.
Communications from an officer or director of the Company and proposals submitted by securityholders to be included in the Company’s annual proxy statement, pursuant to Rule 14a-8 of the Exchange Act (and related communications) will not be viewed as a securityholder communication. Communications from an employee or agent of the Company will be viewed as securityholder communication only if such communications are made solely in such employee’s or agent’s capacity as a securityholder.
Procedures for Submitting Stockholder Proposals and Deadlines
Requirements for Stockholder Proposals to be Considered for Inclusion in the Company's Proxy Materials
Separate from the process described above, any stockholder who wishes to submit a proposal for inclusion in our proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our 2026 annual meeting of stockholders, all applicable requirements of Rule 14a-8 must be satisfied and we must receive such proposals no later than December 29, 2025. Such proposals must be delivered to our Secretary, c/o Whitehawk Therapeutics, Inc., 2 Headquarters Plaza, East Building, 11th Floor, Morristown, New Jersey 07960.
Requirements for Stockholder Proposals to be Brought Before the Annual Meeting
If a stockholder wishes to propose a nomination of persons for election to our Board or present a proposal to be considered at an annual meeting of stockholders but does not wish to have the proposal considered for inclusion in our proxy materials, our bylaws establish an advance notice procedure for such nominations and proposals. Our bylaws provide that a stockholder must give written notice to our Secretary at 2 Headquarters Plaza, East Building, 11th Floor, Morristown, New
Jersey 07960, not later than 5:00 p.m., Eastern time on the 90 th day prior to the day of the first anniversary of the preceding year’s annual meeting, nor earlier than 8:00 a.m., Eastern time on the 120 th day prior to the day of the first anniversary of the date of the preceding year's annual meeting. The written notice must contain the information specified in our bylaws. To be timely for our 2026 annual meeting of stockholders, our Secretary must receive the notice at the above address:
not earlier than 8:00 a.m., Eastern time, on February 11, 2026; and
no later than 5:00 p.m., Eastern time, on March 13, 2026.
However, the bylaws also provide that in the event there was no annual meeting in the preceding year or the date of the annual meeting has been changed by more than 25 days from the first anniversary of the preceding year’s annual meeting, notice must be delivered no earlier than 8:00 a.m., Eastern time, on the 120 thday prior to the day of the annual meeting and no later than 5:00 p.m., Eastern time, on the later of the 90th day prior to the day of the annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Company.
If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, then we are not required to present the proposal for a vote at such annual meeting.
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