DiaMedica Therapeutics Inc. Announces 2024 Annual General Meeting of Shareholders

TL;DR

DiaMedica Therapeutics Inc. will hold its 2024 Annual General Meeting on May 22, 2024, to vote on director elections, auditor appointment, incentive plan amendments, and advisory executive compensation proposals.

AI Summary

DiaMedica Therapeutics Inc. (DMAC) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. The 2024 Annual General Meeting of Shareholders for DiaMedica Therapeutics Inc. will be held on May 22, 2024, at 9:00 a.m. CDT. Shareholders will vote on electing seven directors, appointing Baker Tilly US, LLP as the independent auditor, and approving an amendment to the 2019 Omnibus Incentive Plan. The meeting will also include advisory votes on executive compensation ('say-on-pay') and the frequency of future say-on-pay votes. These advisory votes are new for DiaMedica following the loss of its 'emerging growth company' status. The Board of Directors recommends voting FOR the director nominees, a ONE YEAR frequency for say-on-pay votes, and FOR the other proposals.

Why It Matters

For investors and stakeholders tracking DiaMedica Therapeutics Inc., this filing contains several important signals. The introduction of advisory votes on executive compensation and its frequency signifies a shift in corporate governance requirements for DiaMedica after losing its emerging growth company status. Shareholder participation in electing directors and approving the incentive plan amendment is crucial for the company's ongoing governance and ability to incentivize employees.

Risk Assessment

Risk Level: low — DiaMedica Therapeutics Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual general meeting and does not contain new financial or operational information that would indicate significant risk.

Analyst Insight

Shareholders should review the proposals carefully, particularly the advisory votes on executive compensation and incentive plan amendments, before casting their votes.

Key Numbers

• seven — Directors to be elected (Proposal 1: to elect seven persons to serve as directors.)
• 2024 — Fiscal Year for Auditor Appointment (Proposal 2: to appoint Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024.)
• ONE YEAR — Frequency of Say-on-Pay Vote (Proposal 5: to approve, on an advisory (non-binding) basis, the frequency of future advisory votes on executive compensation.)

Key Players & Entities

• DiaMedica Therapeutics Inc. (company) — Registrant and filer of the proxy statement.
• Baker Tilly US, LLP (company) — Proposed independent registered public accounting firm.
• May 22, 2024 (date) — Date of the 2024 Annual General Meeting of Shareholders.
• 2019 Omnibus Incentive Plan (plan) — Plan to be amended to increase available shares.

FAQ

Risk Factors

• Loss of Emerging Growth Company Status [medium — regulatory]: The company has lost its 'emerging growth company' status, necessitating new advisory votes on executive compensation and its frequency.

Industry Context

DiaMedica Therapeutics Inc. operates in the pharmaceutical preparations industry, focusing on developing therapies.

Regulatory Implications

The company is subject to SEC regulations, including those governing proxy statements and shareholder voting, particularly concerning executive compensation and corporate governance.

What Investors Should Do

1. Review the nominees for the Board of Directors and vote accordingly.
2. Evaluate the proposal to amend the 2019 Omnibus Incentive Plan and vote on its approval.
3. Consider the advisory votes on executive compensation and the frequency of future votes, aligning with the company's governance changes.

Key Dates

• 2024-05-22: 2024 Annual General Meeting of Shareholders — Shareholders will vote on key corporate matters including director elections and executive compensation.

Glossary

Say-on-Pay Vote

An advisory (non-binding) shareholder vote on executive compensation. (DiaMedica is introducing this vote for the first time due to losing its emerging growth company status.)

Emerging Growth Company

A category of companies under the JOBS Act that are exempt from certain SEC disclosure and regulatory requirements. (DiaMedica's loss of this status means increased disclosure and governance requirements, such as the new advisory votes.)

Year-Over-Year Comparison

This filing is a DEF 14A (Definitive Proxy Statement) for the 2024 Annual General Meeting, indicating a routine annual corporate event.

Filing Documents

• dmtp20240329_def14a.htm (DEF 14A) — 1258KB
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• 0001437749-24-010985.txt ( ) — 1719KB

Security Ownership of Significant Beneficial Owners

Security Ownership of Significant Beneficial Owners 34

Security Ownership of Management

Security Ownership of Management 35 Delinquent Section 16(a) Reports 36 CORPORATE GOVERNANCE 37 Management by Board of Directors 37 Corporate Governance Guidelines 37 Board Leadership Structure 37 Director Independence 38 Board Committees 38 Audit Committee 39 Compensation Committee 41 Nominating and Corporate Governance Committee 42 Director Qualifications and the Nomination Process 43 Board Diversity Matrix 44 Board Diversity 44 Role of Board in Risk Oversight Process 45 Code of Business Conduct and Ethics 46 Board and Committee Meetings 46 Policy Regarding Director Attendance at Annual General Meetings of Shareholders 46 Complaint Procedures 46 Process Regarding Shareholder Communications with Board of Directors 46 DIRECTOR COMPENSATION 47 Non-Employee Director Compensation Program 47 Director Compensation Table 49 Indemnification 50

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 51

Executive Compensation Overview

Executive Compensation Overview 51 Summary Compensation Table 58 Outstanding Equity Awards at Fiscal Year-End 59 Pay Versus Performance Disclosure 60 Employee Benefit and Stock Plans 64 Anti-Hedging and Pledging Policy 65 ii RELATED PERSON RELATIONSHIPS AND TRANSACTIONS 66 Introduction 66 Description of Related Party Transactions 66 Policies and Procedures for Related Party Transactions 67 SHAREHOLDER PROPOSALS FOR 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS 69 COPIES OF FISCAL 2023 ANNUAL REPORT AND ADDITIONAL INFORMATION 70 DiaMedica Therapeutics Inc. is sometimes referred to as "DiaMedica," "we," "our" or "us" in this proxy statement. The 2024 Annual General Meeting of Shareholders is sometimes referred to as the "Annual General Meeting," "Annual Meeting" or "meeting" in this proxy statement. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 is sometimes referred to as our "Annual Report to Shareholders" or "2023 Annual Report" in this proxy statement. Our voting common shares, no par value, are sometimes referred to as our "common shares" or "shares" in this proxy statement. All dollar amounts in this proxy statement are expressed in United States currency unless otherwise noted. iii PROXY STATEMENT SUMMARY ________________ This summary provides an overview of the information included in this proxy statement. We recommend that you review the entire proxy statement and our Annual Report to Shareholders before voting. 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS DATE AND TIME Wednesday, May 22, 2024 9:00 a.m. (CDT) LOCATION DiaMedica Therapeutics Inc. 301 Carlson Parkway, Suite 210, Minneapolis, Minnesota 55305 RECORD DATE Holders of record of our common shares at the close of business on March 25, 2024 are entitled to notice of, to attend, and to vote at the 2024 Annual Meeting. Voting Item Board ' s Vote Recommendation Page Voting Proposal One: Election of Directors FOR

EXECUTIVE COMPENSATION BEST PRACTICES

EXECUTIVE COMPENSATION BEST PRACTICES Our compensation practices include many best practices that support our executive compensation objectives and principles and benefit our shareholders. What We Do: What We Don ' t Do: Emphasize pay for performance No guaranteed salary increases or bonuses Structure our executive compensation so a significant portion of pay is at risk No repricing of stock options unless approved by shareholders Maintain competitive pay packages No liberal share counting under our equity plan Structure our executive compensation so a significant portion is paid in equity No hedging or pledging of DiaMedica securities Maintain a clawback policy No perquisites HOW WE PAY Our executive compensation program consists of the following principal elements which are described in more detail below under " Executive Compensation — Executive Compensation Overview — Elements of Our Executive Compensation Program ": Base salary – a fixed amount, paid in cash and reviewed annually and, if appropriate, adjusted. Short-term incentive – a variable, short-term element that is payable in cash and is based on annual corporate performance objectives and individual performance objectives. Long-term incentive – a variable, long-term element that is provided in stock options. 3 2023 EXECUTIVE COMPENSATION ACTIONS Throughout this proxy statement, discussion of our executive compensation programs includes the compensation of the following executive officers required to be named in the Summary Compensation Table under "Executive Compensation" section and referred to as our named executive officers or NEOs: (i) Rick Pauls, our Chief Executive Officer (CEO), (ii) Scott Kellen, our Chief Financial Officer (CFO) and Julie Daves, our Senior Vice President, Clinical Development Operations (SVP, Clinical) who are our two other most highly compensated executive officers serving at the end of 2023, and (iii) Kirsten Gruis, M.D., our former Chief Medical Offi

View Full Filing

View this DEF 14A filing on SEC EDGAR