Praxis Precision Medicines Inc
For the period ended Jun 5, 2024. Filed Apr 26, 2024.
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Jun 5, 2024 · Filed Apr 26, 2024
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DEF 14A 1 prax-2024def14a.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
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 Stockholders:
I hope this letter finds you well. Building on a year of high operational and clinical success, in the first few months of 2024 we strengthened our financial resources and delivered positive data that further solidifies the path forward. Our core growth objectives are centered on advancing our pipeline candidates across multiple underserved markets, bringing innovative medicines to patients and driving value for our stockholders.
While the unmet need and market opportunity in essential tremor, or ET, are tremendous, ulixacaltamide has been one of only a few investigational drugs to successfully reach late-stage development for this disorder. In the last quarter of 2023, we initiated Essential3, the Phase 3 program evaluating ulixacaltamide for the treatment of ET. The strong participation we are seeing in Essential3 continues to highlight the significant unmet need for new therapies in ET. Building on learnings from the Phase 2 Essential1 study, we believe that ulixacaltamide is uniquely positioned to help these patients and drive sustainable value.
We are also encouraged by the latest data supporting our highly differentiated epilepsy portfolio, including PRAX-628, a small molecule from our Cerebrum™ platform currently in development for the treatment of focal epilepsy. In the first quarter, we reported positive results from the Phase 2a proof of concept study in epilepsy patients with photo-paroxysmal response, or PPR, which is commonly used as an indicator of anti-seizure efficacy. These initial results further de-risked our clinical development program and positions PRAX-628 as the first precision sodium channel modulator for focal epilepsy. The strength of the results observed, combined with a favorable tolerability and safety profile, builds confidence in our planned focal epilepsy study for PRAX-628.
In our rare epilepsy programs, we have successfully initiated Phase 2 studies for both elsunersen and PRAX-562 in severe pediatric developmental and epileptic encephalopathies, or DEEs. Our Phase 2 trial of elsunersen builds on positive tolerability and efficacy results from Part 1 of EMBRAVE. Additionally, we received PRIME designation from the European Medicines Agency for elsunersen.
To conclude, 2023 and the first quarter of 2024 have been transformational for Praxis. Living by our Dare for More™ motto, we made significant advancements across our portfolio of precision therapies for central nervous system disorders, established strategic collaborations and strengthened our financial position, which we believe will carry us beyond our upcoming milestones in the year ahead.
As we focus on 2024 and beyond, we anticipate presenting topline results for the Essential3 program, which would support a planned New Drug Application submission in 2025. Further, topline results from the Phase 2 EMBOLD study of PRAX-562 for the treatment of pediatric patients with DEEs are expected in mid-2024, and importantly our planned focal epilepsy efficacy study for PRAX-628 is expected to initiate in the second half of 2024.
We believe these advancements, through patient-guided development strategies, will further position Praxis at the forefront of precision medicine for CNS disorders. On behalf of everyone at Praxis, I would like to take a moment to express our immense gratitude for the support along our journey. We remain committed to the patients we serve and to you, our stockholders.
Sincerely,
Marcio Souza
President and Chief Executive Officer
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| Time | 9:00 a.m., Eastern Time |
|---|---|
| Date | Wednesday, June 5, 2024 |
| Place | Online at www.virtualshareholdermeeting.com/PRAX2024 |
| Purpose | 1.To elect Dean Mitchell and Jill DeSimone as Class I members of the Board of Directors, or the Board of Directors, of Praxis Precision Medicines, Inc., or the Company, to serve until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal;2.To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; 3.To approve the amendment and restatement of the Company’s 2020 Stock Option and Incentive Plan; 4.To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers; and5.To transact any other business that may properly come before the meeting or any adjournment thereof. |
| Record Date | The Board of Directors has fixed the close of business on April 8, 2024 as the record date for determining stockholders entitled to notice of and to vote at the meeting. |
| Meeting Admission | All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. In order to be able to attend the meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com. |
| Voting by Proxy | If you are a stockholder of record, please vote via the Internet, by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the Internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee. |
By order of our Board of Directors,
Alex Nemiroff
Corporate Secretary
Boston, Massachusetts
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2024: The Notice of 2024 Annual Meeting of Stockholders, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available for viewing, printing and downloading atwww.proxyvote.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL | 1 |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING | 2 |
| PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS | 5 |
| PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP | 9 |
| PROPOSAL NO. 3 – AMENDMENT AND RESTATEMENT OF 2020 STOCK OPTION AND INCENTIVE PLAN | 10 |
| PROPOSAL NO. 4 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 18 |
| CORPORATE GOVERNANCE | 19 |
| EXECUTIVE COMPENSATION | 25 |
| DIRECTOR COMPENSATION | 34 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 36 |
| PRINCIPAL STOCKHOLDERS | 38 |
| INFORMATION ABOUT OUR INDEPENDENT ACCOUNTANTS | 41 |
| REPORT OF THE AUDIT COMMITTEE | 42 |
| STOCKHOLDER PROPOSALS | 43 |
| OTHER MATTERS | 44 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.