SWK Holdings Corp

DEF 14A 1 swkh-20241231xdef14aproxys.htm DEF 14A

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. )

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Dear Fellow Stockholders:

You are cordially invited to attend our 2025 Annual Meeting of Stockholders (the “Annual Meeting”), to be held in a virtual meeting format only via the Internet. You will not be able to attend the Annual Meeting in person. The Annual Meeting will be held on Friday, June 13, 2025 at 9:00 a.m., Central Time. You may attend, vote and submit questions during the Annual Meeting via the Internet at www.meetnow.global/MAR46CD

The matters expected to be acted upon at our Annual Meeting are (1) the election of three (3) directors; (2) the ratification of the appointment of BPM LLP as our independent auditors for the fiscal year ending December 31, 2025; (3) the approval on an advisory basis of the compensation paid to certain officers and (4) the approval of an amendment to our 2010 Equity Incentive Plan, as amended.

These proposals are described in detail in the accompanying Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement.

Only Stockholders of record at the close of business on April 22, 2025, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

SWK Holdings Corporation is following the Securities and Exchange Commission’s “Notice and Access” rule that allows companies to furnish their proxy materials by posting them on the Internet. As a result, we are mailing to our Stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, instead of a paper copy of the accompanying Proxy Statement and our Annual Report for the fiscal year ended December 31, 2024, (the “2024 Annual Report”). We plan to mail the Notice on or about April 29, 2025, and it contains instructions on how to access both the 2024 Annual Report and accompanying Proxy Statement over the Internet. This method provides our Stockholders with expedited access to proxy materials and not only lowers the cost of printing and distribution but also reduces the environmental impact of the Annual Meeting. If you would like to receive a print version of the proxy materials, free of charge, please follow the instructions on the Notice.

Your vote is important. Whether you plan to attend our Annual Meeting, it is important that your shares are represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting, by submitting your proxy via the Internet at the website provided on the proxy card or by signing, dating and returning the proxy card. Even if you have voted by proxy, you may still vote at the Annual Meeting. Please note, however, that if your shares are held through a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

Thank you for your continued support.

Sincerely,

Laurie L. Dotter

Chair of the Board

Dallas, Texas

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of SWK Holdings Corporation (the “Company”) will be held in a virtual meeting format only via the Internet. You will not be able to attend the Annual Meeting in person. The Annual Meeting will be held on Friday, June 13, 2025 at 9:00 a.m., Central Time. You may attend, vote, examine the Company’s stock list and submit questions during the Annual Meeting via the Internet by accessing www.meetnow.global/MAR46CD and using your 15-digit control number provided with this proxy statement.

At the Annual Meeting, you will be asked to consider and vote upon the following matters:

1. The election of Jerry Albright, Laurie L. Dotter, and Robert K. Hatcher, as directors of the Company to serve until our 2026 Annual Meeting of Stockholders and until their respective successors have been elected and qualified, or until their earlier resignation, death or removal;

2. The ratification of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

3. The approval on an advisory basis of the compensation paid to certain executive officers; and

4. The approval of an amendment to the Company's 2010 Equity Incentive Plan, as amended.

You may also be asked to transact such other business as may properly come before our Annual Meeting and any postponement or adjournment of our Annual Meeting, by or at the direction of the Company’s board of directors. The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.

This Proxy Statement and our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), are first being mailed to stockholders on or about April 29, 2025. Please carefully review this Proxy Statement for information on the matters to be presented at the Annual Meeting and for instructions on how to vote your shares. Our 2024 Annual Report, including financial statements for such period, does not constitute any part of the material for the solicitation of proxies.

By Order of the Board of Directors,

Joe D. Staggs

President and Chief Executive Officer

Dallas, Texas

Important notice regarding the availability of proxy materials for the 2025 Annual Meeting of Stockholders to be held on June 13, 2025:

This notice of the 2025 Annual Meeting of Stockholders, the proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 are available athttps://swkhold.investorroom.com/annual-meeting.

TABLE OF CONTENTS

PROXY STATEMENT

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of SWK Holdings Corporation, a Delaware corporation, for use at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held in a virtual meeting format only via the Internet on June 13, 2025, at 9:00 a.m., Central Time, and at any postponement or adjournment of such meeting. Our stockholders are encouraged to review the information provided in this Proxy Statement in conjunction with our 2024 Annual Report on Form 10-K, a copy of which also accompanies this Proxy Statement. References in this Proxy Statement to “SWK,” the “Company,” “we,” “our” and “us” collectively refer to SWK Holdings Corporation.

Many of our stockholders hold their common stock through a broker, bank or other nominee rather than directly in their own name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares, and these proxy materials (including a voting instruction card) are being forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares at the Annual Meeting unless you request and obtain a legal proxy from your broker, bank or nominee. Please note that if you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the Annual Meeting and vote at the Annual Meeting or legally appoint another proxy to vote on your behalf. Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee on how to vote your shares.