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ANAVEX LIFE SCIENCES CORP

For the period ended Apr 25, 2025. Filed Apr 25, 2025.

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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.

Apr 25, 2025 · Filed Apr 25, 2025

AVXL$1.15+3.6%Stored close · as of Nov 6, 2026
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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 Meeting3
PROPOSAL 1 – ELECTION OF DIRECTORS8
General8
Information Concerning Director Nominees8
Corporate Governance9
The Board and Board Committees11
Anti-Hedging Policy12
Stockholder Recommendations for Board Candidates13
Stockholder Communications with the Board13
Vote Required13
Board Recommendation13
PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM14
Audit and Non-Audit Fees14
Vote Required for Approval14
Board Recommendation14
Proposal 3—Approval of AMENDMENT TO Anavex Life Sciences Corp. 2022 Omnibus Incentive Plan15
Background15
Corporate Governance Aspects of Plan15
Description of the Plan16
New Plan Benefits20
Effective Date20
Equity Compensation Plan Table20
Federal Income Tax Information21
Vote Required22
Board Recommendation22
INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS23
EXECUTIVE AND DIRECTOR COMPENSATION23
Executive Compensation Overview23
Our Executive Compensation Program and Philosophy23
Compensation Risk Oversight24
Compensation Consultants24
Elements of Executive Compensation24
Insider Trading Policy25
Clawback Policy26
Stock Ownership Guidelines26
Results of 2024 Say-on-Pay Advisory Vote26
Summary Compensation27
Employment Agreements27
Equity Compensation27
Grants of Plan-Based Awards27
Outstanding Equity Awards at Fiscal Year-End28
Option Exercises and Stock Vested29
Timing of Equity Awards29
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans29
CEO Pay Ratio Disclosure29
Pay Versus Performance30
Compensation of Directors32
Potential Payments Upon Change in Control34
Commitment to Corporate Responsibility35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT36
DELINQUENT SECTION 16(A) REPORTS39
FUTURE STOCKHOLDER PROPOSALS40
CODE OF ETHICS AND CONDUCT40
TRANSACTIONS WITH RELATED PERSONS40
OTHER MATTERS41
2025 MEETING PROXY MATERIALS AND RESULTS41
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS41

**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.

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