10/19/2021 | Press release | Distributed by Public on 10/19/2021 15:07
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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
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Why did I receive in the mail a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
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Why did I receive a full set of proxy materials in the mail instead of a Notice of Internet Availability of Proxy Materials?
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How do I attend the Annual Meeting?
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Who can vote at the Annual Meeting?
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What am I voting on?
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What if another matter is properly brought before the meeting?
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How do I vote?
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Can I vote my shares by filling out and returning the Notice of Internet Availability of Proxy
Materials? |
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How many votes do I have?
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What if I return a proxy card or otherwise vote but do not make specific choices?
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Who is paying for this proxy solicitation?
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What does it mean if I receive more than one Notice?
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Can I change my vote after submitting my proxy or revoke my proxy?
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What if I have technical difficulties or trouble accessing the virtual meeting during the check-in time or during the Annual Meeting?
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Will I be able to ask questions at the Annual Meeting?
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When are stockholder proposals due for next year's annual meeting?
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How are votes counted?
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What are "broker non-votes"?
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How many votes are needed to approve each proposal?
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What is the quorum requirement?
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How can I find out the results of the voting at the Annual Meeting?
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PROPOSAL 1 - ELECTION OF DIRECTORS
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7
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Nominees
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Vote Required
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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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Independence of the Board of Directors
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Board Leadership Structure
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Role of the Board in Risk Oversight
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Meetings of the Board of Directors
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Information Regarding Committees of the Board of Directors
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Audit Committee
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Report of the Audit Committee of the Board of Directors
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Compensation Committee
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Compensation Committee Processes and Procedures
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Nominating and Corporate Governance
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Nominations for Election to the Board
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Stockholder Communications with the Board of Directors
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Code of Ethics
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PROPOSAL 2 - APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION
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15
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Vote Required
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PROPOSAL 3 - AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO EFFECT AUTHORIZED SHARE INCREASE
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16
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Purpose of Authorized Share Increase
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Interests of our Executive Officers and Directors in the Authorized Share Increase
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Effective Date of the Authorized Share Increase
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Absence of Appraisal Rights
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PROPOSAL 4 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM |
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Principal Accountant Fees and Services
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Pre-Approval Policies and Procedures
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Vote Required
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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EXECUTIVE COMPENSATION
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Summary Compensation Table
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Outstanding Equity Awards at December 31, 2020
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Post-Employment Compensation
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Equity Compensation Plan Information
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DIRECTOR COMPENSATION
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Director Compensation Table for Fiscal 2020
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Rule 10b5-1 Trading Plans
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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HOUSEHOLDING OF PROXY MATERIALS
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FORM 10-K INFORMATION
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OTHER MATTERS
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| PROXY CARD | | | | | | | |
| ANNEX A | | | | | | | |
Name
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Age
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Principal Occupation/Position Held
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Director
since |
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Allan L. Goldstein
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| | 83 | | | Emeritus Professor & Former Chairman, Department of Biochemistry and Molecular Medicine, The George Washington University School of Medicine and Health Sciences; Founder, Chairman of the Board and Chief Scientific Advisor of the Company | | |
1982
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J.J. Finkelstein | | | 69 | | | President and Chief Executive Officer of the Company | | |
2002
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Joseph C. McNay | | | 87 | | | Chairman, Chief Investment Officer and Senior Portfolio Manager, Essex Investment Management Company | | |
1987
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Mauro Bove | | | 66 | | | SVP Corporate & Business Development, Zhaoke Ophthamology Ltd. | | |
2004
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R. Don Elsey | | | 68 | | | Advisor to the CEO of Lyra Therapeutics, a private therapeutic company | | |
2010
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Alessandro Noseda
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| | 63 | | | CSO of Leadiant Biosciences S.p.A. | | |
2019
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Name
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Audit
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Compensation
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R. Don Elsey
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| | | | X | | | | | | X* | | |
Joseph McNay
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| | | | X* | | | | | | X | | |
Mauro Bove
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| | | | | | | | | | X | | |
Alessandro Noseda
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| | | | | | | | | | X | | |
Total meetings in fiscal 2020
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| | | | 4 | | | | | | 1 | | |
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2020
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2019
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Audit fees
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| | | $ | 90,000 | | | | | $ | 90,000 | | |
Tax fees(1)
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| | | $ | 14,125 | | | | | $ | 15,000 | | |
Total Fees
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| | | $ | 104,125 | | | | | $ | 105,000 | | |
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Beneficial Ownership(1)
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Beneficial Owner
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Number of Shares
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Percent of Total
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5% Stockholders: | | | | | | | | | | | | | | | | |
Entities affiliated previously affiliated with Essetifin S.p.A., Via Sudafrica, 20, Rome, Italy 00144
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| | | | 55,271,189(2) | | | | | | | | | 34.5% | | |
GtreeBNT Co., Ltd. 22nd FL, Parkview Tower, 248 Jungjail-ro, Bundang-gu, Seongnam-si, Gyeonggi-do 463-863, Republic of Korea
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| | | | 19,583,333(3) | | | | | | | | | 13.6% | | |
Named Executive Officers and Directors: | | | | | | | | | | | | | | | | |
J.J. Finkelstein
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| | | | 4,226,295(4) | | | | | | | | | 2.9% | | |
Allan L. Goldstein
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| | | | 3,400,069(5) | | | | | | | | | 2.3% | | |
Joseph C. McNay
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| | | | 7,898,705(6) | | | | | | | | | 5.5% | | |
Mauro Bove
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| | | | 1,129,554(7) | | | | | | | | | * | | |
R. Don Elsey
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| | | | 1,187,372(8) | | | | | | | | | * | | |
Alessandro Noseda
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| | | | 310,000(9) | | | | | | | | | * | | |
All directors and executive officers as a group (6 persons)
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18,151,996(10)
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| | | | | | | | 12.5% | | |
Name and Principal Position
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Year
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Salary(1)
($) |
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Bonus
($) |
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Option
Awards(2) ($) |
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All Other
Compensation(3) ($) |
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Total
($) |
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J.J. Finkelstein, President and
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| | | | 2020 | | | | | | 80,018 | | | | | | - | | | | | | 95,606 | | | | | | 3,360 | | | | | | 178,984 | | |
Chief Executive Officer
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| | | | 2019 | | | | | | 81,528 | | | | | | - | | | | | | 103,523 | | | | | | 3,360 | | | | | | 188,411 | | |
Name
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Number of Shares
Underlying Unexercised Options (#) Exercisable |
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Number of Shares
Underlying Unexercised Options (#) Unexercisable |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Note
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Mr. Finkelstein
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| | | | 125,000 | | | | | | 375,000 | | | | | | 0.30 | | | | | | 6/10/2030 | | | |
(1)
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| | | | | 325,000 | | | | | | 325,000 | | | | | | 0.21 | | | | | | 5/15/2029 | | | |
(1)
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| | | | | 200,000 | | | | | | - | | | | | | 0.64 | | | | | | 3/17/2023 | | | | | |
| | | | | 187,500 | | | | | | 62,500 | | | | | | 0.21 | | | | | | 7/16/2028 | | | |
(1)
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| | | | | 500,000 | | | | | | - | | | | | | 0.21 | | | | | | 3/25/2021 | | | | | |
| | | | | 500,000 | | | | | | - | | | | | | 0.36 | | | | | | 6/30/2022 | | | | | |
| | | | | 150,000 | | | | | | - | | | | | | 0.28 | | | | | | 9/1/2027 | | | |
(1)
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Plan Category
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Number of securities to
be issued upon exercise of outstanding options, warrants and rights (a) |
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Weighted-average
exercise price of outstanding options, warrants and rights (b) |
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Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
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Equity compensation plans approved by
security holders |
| | | | 11,951,250 | | | | | $ | 0.28 | | | | | | 4,148,966 | | |
Equity compensation plans not approved by security holders
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| | | | - | | | | | | - | | | | | | - | | |
Total
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| | | | 11,951,250 | | | | | $ | 0.28 | | | | | | 4,148,966 | | |
Name
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Fees Earned
or Paid in Cash ($) |
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Option
Awards ($)(1) |
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All Other
Compensation ($) |
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Total
($) |
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Allan Goldstein, Ph.D.
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| | | | - | | | | | | 76,785 | | | | | | 90,000(2) | | | | | | 166,785 | | |
R. Don Elsey
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| | | | - | | | | | | 47,803 | | | | | | - | | | | | | 47,803 | | |
Alessandro Noseda
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| | | | - | | | | | | 38,424 | | | | | | - | | | | | | 38,424 | | |
Joseph McNay
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| | | | - | | | | | | 47,803 | | | | | | - | | | | | | 47,803 | | |
Mauro Bove
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| | | | - | | | | | | 38,424 | | | | | | - | | | | | | 38,424 | | |
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Allan Goldstein, Ph.D.
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| | | | 2,110,000 | | |
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R. Don Elsey
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| | | | 1,245,000 | | |
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Alessandro Noseda
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| | | | 400,000 | | |
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Joseph McNay
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| | | | 1,245,000 | | |
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Mauro Bove
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| | | | 1,175,000 | | |
Investor
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Note Principal
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Essetifin S.p.A.
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| | | $ | 400,000 | | |
J.J. Finkelstein
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| | | $ | 10,000 | | |
Mauro Bove
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| | | $ | 10,000 | | |
Allan L. Goldstein
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| | | $ | 5,000 | | |
Investor
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Note Principal
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Essetifin S.p.A.
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| | | $ | 1,000,000 | | |
Joseph C. McNay
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| | | $ | 25,000 | | |
J.J. Finkelstein
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| | | $ | 25,000 | | |
Mauro Bove
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| | | $ | 10,000 | | |
Allan L. Goldstein
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| | | $ | 5,000 | | |
R. Don Elsey
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| | | $ | 5,000 | | |
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By Order of the Board of Directors
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| | | | | | | /s/ Allan L. Goldstein, Ph.D. | |
| | | | | | | Allan L. Goldstein, Ph.D. | |
| | | | | | | Chairman of the Board | |
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RegeneRx Biopharmaceuticals, Inc. |
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| | | | By: | | |
J.J. Finkelstein, President
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