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ANAVEX LIFE SCIENCES CORP

For the period ended May 6, 2024. Filed May 6, 2024.

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About this filing

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.

May 6, 2024 · Filed May 6, 2024

AVXL$1.15+3.6%Stored close · as of Nov 6, 2026
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DEF 14A 1 e5638_def14a.htm FORM DEF 14A

**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 Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12

ANAVEX LIFE SCIENCES CORP.

(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

**ANAVEX LIFE SCIENCES CORP.

630 Fifth Avenue, 20 th Floor, New York, NY 10111

Dear Stockholder:

You are invited to attend the 2024 Annual Meeting of Stockholders of Anavex Life Sciences Corp. which will be held at the offices of K&L Gates LLP, 599 Lexington Avenue, New York, NY 10022 on Tuesday, June 18, 2024, 10:00 a.m. Eastern Daylight Time.

Details regarding the meeting and the business to be conducted are described in the accompanying proxy statement. The proxy statement contains information on matters to be voted upon at the 2024 Annual Meeting of Stockholders or any adjournments or postponements of that meeting. In addition to considering the matters described in the proxy statement, we will report on matters of interest to our stockholders.

We are pleased to inform you that instead of a paper copy of our proxy materials, most of our stockholders will be mailed a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”). The Notice of Internet Availability contains instructions on how to access proxy materials and how to submit your proxy over the Internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials, if desired. All stockholders who do not receive a Notice of Internet Availability will be mailed a paper copy of the proxy materials. Furnishing proxy materials over the internet allows us to provide our stockholders with the information they need in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Whether or not you plan to attend the meeting, we encourage you to vote as soon as possible to ensure that your shares are represented at the meeting. The proxy statement explains more about proxy voting, so please read it carefully. Please complete, date, sign and return the accompanying proxy in the enclosed envelope, or vote online or by telephone using the instructions included on the proxy card, to ensure the presence of a quorum at the meeting. Even if you have voted by proxy, and you attend the meeting, you may, if you prefer, revoke your proxy and vote your shares in person. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you will not be permitted to vote in person at the meeting unless you first obtain a legal proxy issued in your name from the record holder.

On or about May 6, 2024, we expect to mail to our stockholders the Notice of Internet Availability that contains notice of the Meeting and instructions on how to access our proxy materials on the internet, how to vote at the Meeting and how to request printed copies of the proxy materials. The Proxy Statement and 2023 Annual Report will be available at https://www.viewproxy.com/Anavex/2024.

We look forward to your continued support.

Sincerely,

/s/ Christopher Missling, PhD.

Christopher Missling, PhD.

Chief Executive Officer

May 6, 2024

TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE 2024 MEETING3
PROPOSAL 1 ----ELECTION OF DIRECTORS8
General8
Information Concerning Director Nominees8
Corporate Governance9
The Board and Board Committees11
Anti-Hedging Policy13
Stockholder Recommendations for Board Candidates13
Stockholder Communications with the Board13
Vote Required13
Board Recommendation13
PROPOSAL 2 ----RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM14
Former Auditors14
Audit and Non-Audit Fees14
Vote Required15
Board Recommendation15
PROPOSAL 3 ---- ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION16
Vote Required16
Board Recommendation16
SHAREHOLDER PROPOSAL17
PROPOSAL 4 ---- SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER OPPORTUNITY TO VOTE ON EXCESSIVE GOLDEN PARACHUTES17
Vote Required20
Board Recommendation20
Information Concerning Executive Officers Who Are Not Directors21
Executive and Director Compensation21
Executive Compensation Overview21
Our Executive Compensation Program and Philosophy21
Compensation Risk Oversight22
Compensation Consultants22
Elements of Executive Compensation22
Insider Trading Policy23
Clawback Policy24
Stock Ownership Guidelines24
Results of 2021 Say-on-Pay Advisory Vote24
Summary Compensation25
Employment Agreements25
Equity Compensation25
Grants of Plan-Based Awards25
Outstanding Equity Awards at Fiscal Year-End26
Option Exercises and Stock Vested28
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans28
CEO Pay Ratio Disclosure28
Pay Versus Performance29
Compensation of Directors32
Commitment to Corporate Responsibility34
Security Ownership of Certain Beneficial Owners and Management35
Delinquent Section 16(A) Reports37
Future Stockholder Proposals37
No Dissenters’ Rights37
Code of Ethics and Conduct37
Transactions with Related Persons37
Other Matters38
2024 Meeting Proxy Materials Results38
Delivery of Documents to Stockholders Sharing an Address38

**PROXY STATEMENT FOR THE

2024 MEETING OF STOCKHOLDERS

**______________________

Anavex Life Sciences Corp. (“we,” “us,” “our,” “Anavex,” or the “Company”) is providing these proxy materials in connection with the 2024 Annual Meeting of Stockholders of Anavex Life Sciences Corp. (the “2024 Meeting”). This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the 2024 Meeting.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.