Mineralys Therapeutics, Inc.
For the period ended May 21, 2026. Filed Apr 8, 2026.
View on SEC.govAbout 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 21, 2026 · Filed Apr 8, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
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
(Amendment No. )
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 |
MINERALYS THERAPEUTICS, 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): | |
|---|---|
| x | No fee required |
| 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 |
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of Mineralys Therapeutics, Inc. The annual meeting will be held on May 21, 2026 at 1:30 p.m., Eastern Time. We will hold our annual meeting solely online via the Internet through a live webcast where attendees can listen and vote, if they have not done so already. We have designed the virtual format for ease of stockholder access and participation. The matters to be considered by stockholders at the annual meeting are described in the accompanying materials.
We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders by providing access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the annual meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or email copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability of Proxy Materials that is being sent to you.
Your vote is important. Whether or not you plan to attend the annual meeting online, we urge you to vote as soon as possible. You may vote over the Internet or, if you received a paper copy of our proxy materials, by telephone or by marking, signing, and dating your proxy card and returning it in the envelope provided. Voting over the Internet, by telephone, or by written proxy will not prevent you from voting by attending online but will ensure that your vote is counted if you are unable to attend. Please review the instructions on the Notice of Internet Availability of Proxy Materials or proxy card regarding each of these voting options.
Thank you for the interest and support you’ve shown Mineralys Therapeutics, Inc.
Sincerely,
| Jon CongletonPresident and Chief Executive Officer | Glenn P. SblendorioChairman |
|---|
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT
| DATE & TIME: | May 21, 2026 at 1:30 p.m., Eastern Time. |
|---|---|
| PLACE: | This year’s annual meeting will be a virtual meeting, which will be conducted only via live webcast. Stockholders will only be able to participate in the annual meeting online and vote shares electronically by visiting www.virtualshareholdermeeting.com/MLYS2026. Instructions on how to attend the annual meeting online and vote shares are described in the accompanying proxy statement. |
| ITEMS OF BUSINESS: | (1) To elect three directors to serve as Class III directors for a three-year term to expire at the 2029 annual meeting of stockholders; (2) To ratify the appointment of Ernst & Young LLP as Mineralys Therapeutics, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (3) To transact such other business as may properly come before the meeting or any adjournment(s) thereof. |
| RECORD DATE: | You are entitled to vote at the annual meeting or any adjournment of that meeting only if you were a stockholder at the close of business on March 25, 2026. |
| VOTING BY PROXY: | Please submit a proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You may submit your proxy (1) over the Internet, (2) by telephone, or (3) by mail. For specific instructions, please refer to the information in the proxy statement and the instructions on the Notice of Internet Availability of Proxy Materials or proxy card. |
BY ORDER OF THE BOARD
OF DIRECTORS,
Adam Levy
Chief Financial Officer & Secretary
Radnor, Pennsylvania
April 8, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY, MAY 21, 2026:
This Notice of Annual Meeting, the proxy statement, and our 2025
Annual Report to Stockholders are available atwww.proxyvote.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 2 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 8 |
| PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 21 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 23 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 25 |
| DELINQUENT SECTION 16(A) REPORTS | 33 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 34 |
| STOCKHOLDER PROPOSALS | 36 |
| STOCKHOLDERS SHARING THE SAME ADDRESS | 37 |
| OTHER MATTERS | 37 |
PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 21, 2026
The board of directors of Mineralys Therapeutics, Inc. is soliciting the enclosed proxy for use at the annual meeting of stockholders, including at any adjournments or postponements of the meeting, to be held virtually on May 21, 2026 at 1:30 p.m., Eastern Time.
In this proxy statement, “Mineralys,” the “Company,” “we,” “us,” and “our” refer to Mineralys Therapeutics, Inc.
We have elected to take advantage of Securities and Exchange Commission (SEC) rules that allow companies to furnish proxy materials to their stockholders by providing access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the annual meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or email copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability of Proxy Materials that is being sent to you.
To attend the annual meeting, navigate towww.virtualshareholdermeeting.com/MLYS2026 by 1:30 p.m., Eastern Time on May 21, 2026. You will need the 16-digit control number located on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will need the control number provided on the voting instructions that accompany your proxy materials from your broker, bank, or other agent.
On the day of the annual meeting, May 21, 2026, stockholders may begin to log in to the virtual-only annual meeting 15 minutes prior to the annual meeting. The annual meeting will begin promptly at 1:30 p.m., Eastern Time. Attendees will be able to vote and submit questions during the annual meeting. Should you encounter any difficulties accessing the virtual-only annual meeting platform, including any difficulties voting or submitting questions, we will have technicians ready to assist you. You may call the technical support number that will be posted in your instructional email.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Accordingly, we have elected to comply with the scaled-down executive compensation disclosure requirements applicable to emerging growth companies and we are not required to include a Compensation Discussion and Analysis section in this proxy statement. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which votes must be conducted.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.