Praxis Precision Medicines, Inc.
For the period ended Jun 10, 2026. Filed Apr 30, 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 10, 2026 · Filed Apr 30, 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 |
PRAXIS PRECISION MEDICINES, 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. |
Dear Praxis Stockholders:
I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Praxis Precision Medicines, Inc. (the“Company”), which will be held virtually on June 10, 2026 at 9:00 a.m. Eastern Time. You can attend the meeting via the Internet at www.virtualshareholdermeeting.com/PRAX2026, where you will be able to vote electronically and submit questions. The enclosed Notice of 2026 Annual Meeting of Stockholders and proxy statement contain details regarding the business to be conducted at the Annual Meeting.
2025 was a year of meaningful progress and one that deepened our conviction in our portfolio, our people and the road ahead. We have entered 2026 with a robust pipeline and a series of upcoming regulatory and clinical milestones that we believe could be transformative for Praxis, our stockholders and, most importantly, the patients who have waited too long for better options.
We are grateful for your partnership on this journey. On behalf of our Board of Directors, thank you for your continued support of our mission to deliver life-altering treatments to patients.
Sincerely,
Marcio Souza
President and Chief Executive Officer
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| Time | 9:00 a.m., Eastern Time |
|---|---|
| Date | Wednesday, June 10, 2026 |
| Place | Online at www.virtualshareholdermeeting.com/PRAX2026 |
| Purpose | 1.To elect Gregory Norden, Marcio Souza and William Young as Class III members of the Board of Directors of Praxis Precision Medicines, Inc. (the “Company”) to serve until the Company’s 2029 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, 2026; 3.To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers; and4.To transact any other business that may properly come before the meeting or any adjournment or postponement thereof. |
| Record Date | The Board of Directors has fixed the close of business on April 15, 2026 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 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026: The Notice of 2026 Annual Meeting of Stockholders, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available for viewing, printing and downloading atwww.proxyvote.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING | 1 |
| PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS | 5 |
| PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP | 10 |
| PROPOSAL NO. 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 11 |
| CORPORATE GOVERNANCE | 12 |
| COMPENSATION DISCUSSION AND ANALYSIS | 17 |
| EXECUTIVE COMPENSATION | 27 |
| DIRECTOR COMPENSATION | 37 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 40 |
| PRINCIPAL STOCKHOLDERS | 41 |
| INFORMATION ABOUT OUR INDEPENDENT ACCOUNTANTS | 44 |
| REPORT OF THE AUDIT COMMITTEE | 45 |
| STOCKHOLDER PROPOSALS | 46 |
| OTHER MATTERS | 47 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.