Celldex Therapeutics Announces 2024 Annual Meeting of Stockholders on June 13

TL;DR

Celldex Therapeutics is holding its Annual Meeting of Stockholders on June 13, 2024, to elect directors, ratify auditors, and vote on executive compensation and equity incentive plans.

AI Summary

Celldex Therapeutics, Inc. (CLDX) filed a Proxy Statement (DEF 14A) with the SEC on April 25, 2024. Celldex Therapeutics will hold its Annual Meeting of Stockholders virtually on June 13, 2024. The meeting agenda includes the election of nine directors. Stockholders will vote on ratifying PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2024. Approval is sought for an amendment to the 2021 Omnibus Equity Incentive Plan, increasing reserved shares by 3,200,000 to 7,500,000. An advisory vote will be held on the compensation of Named Executive Officers.

Why It Matters

For investors and stakeholders tracking Celldex Therapeutics, Inc., this filing contains several important signals. The proposed amendment to the 2021 Omnibus Equity Incentive Plan could dilute existing shareholders if new shares are issued. The advisory vote on executive compensation allows shareholders to express their views on the company's pay practices for top executives.

Risk Assessment

Risk Level: low — Celldex Therapeutics, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks disclosed.

Analyst Insight

Stockholders should review the proposed equity incentive plan amendment and executive compensation details before the June 13th meeting.

Key Numbers

• 9 — Directors to be elected (At the Annual Meeting)
• 3,200,000 — Additional shares for incentive plan (Proposed increase to the 2021 Omnibus Equity Incentive Plan)
• 7,500,000 — Total shares reserved for incentive plan (Post-amendment total for the 2021 Omnibus Equity Incentive Plan)
• 2024 — Fiscal year (For which PricewaterhouseCoopers LLP is proposed as auditor)

Key Players & Entities

• Celldex Therapeutics, Inc. (company) — Registrant
• June 13, 2024 (date) — Annual Meeting date
• PricewaterhouseCoopers LLP (company) — Independent registered public accounting firm
• 2021 Omnibus Equity Incentive Plan (plan) — Equity incentive plan
• April 16, 2024 (date) — Record date for voting eligibility

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC regulations regarding proxy solicitations and annual meetings.
• Equity Incentive Plan Dilution [medium — financial]: The proposed increase in shares under the equity incentive plan could dilute existing shareholders' ownership.

Key Dates

• 2024-06-13: Annual Meeting of Stockholders — Key date for voting on proposals and electing directors.
• 2024-04-16: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.

Glossary

DEF 14A

Definitive Proxy Statement filed with the SEC. (This filing type indicates the company is formally soliciting shareholder votes.)

Named Executive Officers

The top executive compensation recipients disclosed in the proxy statement. (Shareholders vote on their compensation, providing an advisory role.)

Omnibus Equity Incentive Plan

A plan that allows for various types of equity awards to employees and directors. (The proposed amendment affects the number of shares available for future equity compensation.)

Filing Documents

• tm242684d2_def14a.htm (DEF 14A) — 1275KB
• bc_paidvsnetloss-4c.jpg (GRAPHIC) — 66KB
• bc_paidvstsr-4c.jpg (GRAPHIC) — 68KB
• bc_paidvsyearendcash-4c.jpg (GRAPHIC) — 71KB
• px_24celldexproxy1pg01-bw.jpg (GRAPHIC) — 247KB
• px_24celldexproxy1pg02-4c.jpg (GRAPHIC) — 148KB
• 0001104659-24-051634.txt ( ) — 3516KB
• cldx-20231231.xsd (EX-101.SCH) — 9KB
• cldx-20231231_def.xml (EX-101.DEF) — 6KB
• cldx-20231231_lab.xml (EX-101.LAB) — 30KB
• cldx-20231231_pre.xml (EX-101.PRE) — 5KB
• tm242684d2_def14a_htm.xml (XML) — 200KB

From the Filing

tm242684-1_nonfiling - none - 10.8594144s 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 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 Celldex 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): 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. 0 CELLDEX THERAPEUTICS, INC. Perryville III Building 53 Frontage Road, Suite 220 Hampton, NJ 08827 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be held on June 13, 2024 To the Stockholders of Celldex Therapeutics, Inc. NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual Meeting") of Celldex Therapeutics, Inc. (the "Company" or "Celldex" or "we" or "us") will be held on June 13, 2024 beginning at 9:00 a.m. Eastern Time. We are holding the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/CLDX2024. At the Annual Meeting, stockholders will act on the following matters to: elect nine directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified; ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024; approve an amendment to our 2021 Omnibus Equity Incentive Plan, including an increase in the number of the shares reserved for issuance thereunder by 3,200,000 shares to 7,500,000 shares; approve, on an advisory basis, the compensation of the Company's Named Executive Officers as disclosed in this proxy statement; and address any other matters that may properly come before the meeting. Only stockholders of record at the close of business on April 16, 2024 are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. Your vote is important. Whether you plan to attend the meeting or not, you may vote your shares by marking, signing, dating and mailing the enclosed proxy card in the envelope provided. If you attend the meeting and prefer to vote in person, you may do so even if you have already voted your shares. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the meeting. By Order of the Board of Directors Sam Martin Chief Financial Officer and Secretary May 1, 2024 Hampton, NJ CELLDEX THERAPEUTICS, INC. Perryville III Building 53 Frontage Road, Suite 220 Hampton, NJ 08827 PROXY STATEMENT This proxy statement contains information related to the Annual Meeting of Stockholders to be held on June 13, 2024 at 9:00 a.m. Eastern Time. We are holding the Annual Meeting virtually via the Internet. In order to attend our Annual Meeting, you must log in to www.virtualshareholdermeeting.com/CLDX2024 using the 16-digit control number on the notice, proxy card or voting instruction form that accompanied the proxy materials. Our Annual Meeting could be adjourned or postponed to another date and/or time. A list of record holders of the Company's common stock entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, at our principal offices at Perryville III Building, 53 Frontage Road, Suite 220, Hampton, New Jersey 08827, during normal business hours for ten days prior to the Annual Meeting. The enclosed proxy is solicited by the Board of Directors of Celldex Therapeutics, Inc. (the "Board"). The proxy materials relating to the Annual Meeting are being mailed to stockholders entitled to vote at the meeting on or about May 1, 2024. Important Notice of Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 13, 2024. Our proxy materials, including our Proxy Statement for the 2024 Annual Meeting, 2023 Annual Report to Stockholders (which contains our Annual Report on Form 10-K) and proxy card, are available on the Internet at www.proxyvote.com. ABOUT THE MEETING Why are we calling this Annual Meeting? We are calling the Annual Meeting to seek the approval of our stockholders to: elect nine directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified; ratify the appointment of PricewaterhouseCoopers LLP as our independent register

View Full Filing

View this DEF 14A filing on SEC EDGAR