Camp4 Therapeutics Corp
For the period ended Jun 10, 2026. Filed Apr 23, 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 23, 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 Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
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| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 10, 2026
Dear Stockholders:
We are pleased to notify you that we will hold the 2026 annual meeting of the stockholders (the “Annual Meeting”) of CAMP4 Therapeutics Corporation (“CAMP4”, “we”, “us”, or “our”) via live webcast on June 10, 2026, at 11:00 a.m. Eastern Daylight Time in a virtual meeting format atwww.virtualshareholdermeeting.com/CAMP2026 for the following purposes:
To elect Steven Holtzman, Murray Stewart, DM FRCP, and Richard Young, PhD, as our Class II directors, each to serve for a three-year term until the 2029 annual meeting of our stockholders, and until his successor shall have been duly elected and qualified;
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;
To approve an amendment to the CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan; and
To transact such other business as may properly come before the Annual Meeting or any continuations, adjournments and postponements thereof.
Our Board of Directors has established the close of business on April 13, 2026 as the record date for the Annual Meeting. This means that you are entitled to vote at the Annual Meeting (by remote communication or by proxy) if our stock records show that you owned our common stock at that time.
Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either by remote communication at the virtual meeting or by proxy in advance of the meeting. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend the virtual meeting. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card, or the instructions that accompany your proxy materials to participate in the Annual Meeting virtually via the Internet.
Thank you for your continued support of CAMP4. We look forward to seeing you at the Annual Meeting.
By Order of the Board of Directors,
Josh Mandel-Brehm
Chief Executive Officer and Director
April 23, 2026
Cambridge, Massachusetts
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 10, 2026: Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to make our proxy materials available to all of our stockholders over the Internet. We will be able to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 23, 2026, we will commence sending to our stockholders the Notice containing instructions to stockholders on how to access our proxy statement for the Annual Meeting and our 2025 Annual Report on Form 10-K filed with the SEC on March 5, 2026. The Notice will also provide instructions on how to vote online or by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.
Virtual Meeting Format: The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you will be able to attend the Annual Meeting online, vote your shares and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/CAMP2026. Details regarding how to attend the Annual Meeting online are more fully described in the Notice and this proxy statement.
TABLE OF CONTENTS
| Page | |
|---|---|
| NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS | |
| PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS | 1 |
| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 2 |
| MANAGEMENT AND CORPORATE GOVERNANCE | 6 |
| EXECUTIVE OFFICERS | 16 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 17 |
| AUDIT COMMITTEE REPORT | 25 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 26 |
| PROPOSAL NO. 1—ELECTION OF DIRECTORS | 30 |
| PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 31 |
| PROPOSAL NO. 3—APPROVAL OF AMENDMENT NO. 1 TO THE CAMP4 THERAPEUTICS CORPORATION 2024 EQUITY INCENTIVE PLAN | 33 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 42 |
| GENERAL MATTERS | 43 |
| APPENDIX A | 44 |
| APPENDIX B | 54 |
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