Puma Biotechnology, Inc DEFA14A, filed Apr 26, 2021
Puma Biotechnology, Inc. (PBYI)
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 Registrant ☒ Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under Rule 14a-12 |
PUMA BIOTECHNOLOGY, INC.
(Name of the Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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Shareowner ServicesP.O. Box 64945
St. Paul, MN 55164-0945
Puma Biotechnology, Inc.
ANNUAL MEETING OF STOCKHOLDERS
Tuesday, June 15, 2021
1:00 p.m. local time
Puma Biotechnology, Inc.
10880 Wilshire Blvd., Suite 2150
Los Angeles, California 90024
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on June 15, 2021.
Notice is hereby given that the Annual Meeting of Stockholders of Puma Biotechnology, Inc. will be held at the offices of Puma Biotechnology, Inc., 10880 Wilshire Blvd., Suite 2150, Los Angeles, California 90024 on Tuesday, June 15, 2021, at 1:00 p.m. local time (the “2021 Annual Meeting”).
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you were a holder of record of Puma Biotechnology, Inc. common stock at the close of business on April 19, 2021, you are entitled to notice of and to vote at the 2021 Annual Meeting.
The proxy statement for the 2021 Annual Meeting, including a proxy card sample, and our Annual Report for our fiscal year ended December 31, 2020, which consists of a letter to stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available at www.proxydocs.com/pbyi.
If you want to receive a paper copy or an email with links to the electronic proxy materials, please make your request for a copy as instructed on the reverse side of this notice on or before May 28, 2021, to facilitate timely delivery. There is no charge to you for requesting a copy.
Matters intended to be acted upon at the 2021 Annual Meeting are listed below.
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The election of the following seven director nominees for the Board of Directors of Puma Biotechnology, Inc. to serve for a one-year term: |
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1. Alan H. Auerbach |
2. Ann C. Miller |
3. Michael P. Miller |
4. Jay M. Moyes |
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5. Adrian M. Senderowicz |
6. Brian Stuglik |
7. Troy E. Wilson |
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Ratification of the selection of KPMG LLP (“KPMG”) as independent registered public accounting firm of Puma Biotechnology, Inc. for the fiscal year ending December 31, 2021. |
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Advisory (non-binding) vote to approve the compensation of Puma Biotechnology, Inc.’s named executive officers as described in the Proxy Statement (the “say-on-pay vote”). |
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Approve an amendment (the “Auerbach Warrant Amendment”) to extend the expiration date of a warrant issued to Alan H. Auerbach, as described in the proxy statement. |
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Approve an amendment (the “2011 Plan Amendment”) to increase the number of shares of the Company’s common stock reserved for issuance under its 2011 Incentive Award Plan, as described in the proxy statement. |
The Board of Directors recommends that you vote “FOR” the election of each of the seven nominees for director, “FOR” the ratification of the selection of KPMG as independent registered public accounting firm, “FOR” the say-on-pay vote, “FOR” the Auerbach Warrant Amendment, and “FOR” the 2011 Plan Amendment.
THIS IS NOT A FORM FOR VOTING
You may immediately vote your proxy on the Internet at:
www.proxypush.com/pbyi
• Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 11:59 p.m. Eastern Time
on June 14, 2021.
• Please have this Notice available. Follow the instructions to vote your proxy.
Your Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
THIS IS NOT A FORM FOR VOTING
You may immediately vote your proxy on the Internet at:
www.proxypush.com/pbyi
To request paper copies of the proxy materials, which include the proxy card,
proxy statement and annual report, please contact us via:
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Internet – Access the Internet and go to www.investorelections.com/pbyi. Follow the instructions to log in, and order copies of the proxy materials. |
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Telephone – Call us free of charge at 866-870-3684 in the U.S. or Canada, using a touch-tone phone, and follow the instructions to log in and order copies of the proxy materials. |
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Email – Send us an email at paper@investorelections.com with “pbyi Materials Request” in the subject line. |
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The 11-digit control # located in the box in the upper right hand corner on the front of this notice. |
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Your preference to receive printed materials via mail -or- to receive an email with links to the electronic proxy materials. |
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If you choose email delivery, you must include the email address. |
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If you would like this election to apply to delivery of material for all future meetings, write the word “Permanent” and include the last 4 digits of your Tax ID number in the email. |
Important Information about the Notice of Proxy Materials
This Notice Regarding the Online Availability of Proxy Materials (this “Notice”) is provided to stockholders in place of printed proxy materials for the upcoming 2021 Annual Meeting of Stockholders of Puma Biotechnology, Inc.
Information about the Notice:
Under the Securities and Exchange Commission rules permitting Internet-based delivery of proxy materials, companies can send Notices, rather than printed proxy materials, to stockholders. This may help lower mailing, printing and storage costs for a company, while minimizing environmental impact. This Notice contains specific information regarding the annual meeting, proposals and the Internet site where the proxy materials may be found.
To view the proxy materials online:
Please refer to the instructions in this Notice on how to access and view the proxy materials online, including the proxy card, annual report and proxy statement.
To receive paper copies of the proxy materials:
Please refer to the instructions in this Notice on how to request hard copies of proxy materials via phone, email or Internet.