ANAVEX LIFE SCIENCES CORP
For the period ended Apr 25, 2025. Filed Apr 25, 2025.
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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.
Apr 25, 2025 · Filed Apr 25, 2025
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DEF 14A 1 e6511_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 2025 Annual Meeting of Stockholders of Anavex Life Sciences Corp., which will be held virtually on Tuesday, June 10, 2025 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 2025 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 April 25, 2025, 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 2024 Annual Report will be available at https://web.viewproxy.com/Anavex/2025.
We look forward to your continued support.
Sincerely,
/s/ Christopher Missling, PhD.
Christopher Missling, PhD.
Chief Executive Officer
April 25, 2025
Table of Contents
| QUESTIONS AND ANSWERS ABOUT THE 2025 Meeting | 3 |
|---|---|
| PROPOSAL 1 – ELECTION OF DIRECTORS | 8 |
| General | 8 |
| Information Concerning Director Nominees | 8 |
| Corporate Governance | 9 |
| The Board and Board Committees | 11 |
| Anti-Hedging Policy | 12 |
| Stockholder Recommendations for Board Candidates | 13 |
| Stockholder Communications with the Board | 13 |
| Vote Required | 13 |
| Board Recommendation | 13 |
| PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 14 |
| Audit and Non-Audit Fees | 14 |
| Vote Required for Approval | 14 |
| Board Recommendation | 14 |
| Proposal 3—Approval of AMENDMENT TO Anavex Life Sciences Corp. 2022 Omnibus Incentive Plan | 15 |
| Background | 15 |
| Corporate Governance Aspects of Plan | 15 |
| Description of the Plan | 16 |
| New Plan Benefits | 20 |
| Effective Date | 20 |
| Equity Compensation Plan Table | 20 |
| Federal Income Tax Information | 21 |
| Vote Required | 22 |
| Board Recommendation | 22 |
| INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS | 23 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 23 |
| Executive Compensation Overview | 23 |
| Our Executive Compensation Program and Philosophy | 23 |
| Compensation Risk Oversight | 24 |
| Compensation Consultants | 24 |
| Elements of Executive Compensation | 24 |
| Insider Trading Policy | 25 |
| Clawback Policy | 26 |
| Stock Ownership Guidelines | 26 |
| Results of 2024 Say-on-Pay Advisory Vote | 26 |
| Summary Compensation | 27 |
| Employment Agreements | 27 |
| Equity Compensation | 27 |
| Grants of Plan-Based Awards | 27 |
| Outstanding Equity Awards at Fiscal Year-End | 28 |
| Option Exercises and Stock Vested | 29 |
| Timing of Equity Awards | 29 |
| Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans | 29 |
| CEO Pay Ratio Disclosure | 29 |
| Pay Versus Performance | 30 |
| Compensation of Directors | 32 |
| Potential Payments Upon Change in Control | 34 |
| Commitment to Corporate Responsibility | 35 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 36 |
| DELINQUENT SECTION 16(A) REPORTS | 39 |
| FUTURE STOCKHOLDER PROPOSALS | 40 |
| CODE OF ETHICS AND CONDUCT | 40 |
| TRANSACTIONS WITH RELATED PERSONS | 40 |
| OTHER MATTERS | 41 |
| 2025 MEETING PROXY MATERIALS AND RESULTS | 41 |
| DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS | 41 |
**PROXY STATEMENT FOR THE
2025 MEETING OF STOCKHOLDERS
**______________________
Anavex Life Sciences Corp. (“we,” “us,” “our,” “Anavex,” or the “Company”) is providing these proxy materials in connection with the 2025 Annual Meeting of Stockholders of Anavex Life Sciences Corp. (the “2025 Meeting”). This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the 2025 Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.