Janux Therapeutics Files Proxy Supplement

TL;DR

Janux filed more proxy docs, shareholders vote soon.

AI Summary

Janux Therapeutics, Inc. filed a Definitive Additional Materials proxy statement on June 17, 2024. This filing supplements previous proxy materials and concerns the company's upcoming shareholder meeting. The company is incorporated in Delaware and its principal executive offices are located at 10955 Vista Sorrento Parkway, Suite 200, San Diego, California.

Why It Matters

This filing provides additional information to shareholders regarding matters to be voted on at the company's meeting, ensuring they have the necessary details for informed decision-making.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing supplemental information to shareholders and does not inherently introduce new risks.

Key Players & Entities

• Janux Therapeutics, Inc. (company) — Registrant
• 10955 Vista Sorrento Parkway, Suite 200, San Diego, California (company) — Business Address
• June 17, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $40,000 — Directors: an annual cash retainer of $40,000; an additional annual cash retainer o
• $30,000 — an additional annual cash retainer of $30,000 ($35,000 in 2024) for service as Chair
• $35,000 — tional annual cash retainer of $30,000 ($35,000 in 2024) for service as Chair of the Bo
• $7,500 — an additional annual cash retainer of $7,500, $5,000 ($6,000 beginning in 2024) and
• $5,000 — itional annual cash retainer of $7,500, $5,000 ($6,000 beginning in 2024) and $4,000 (
• $6,000 b — annual cash retainer of $7,500, $5,000 ($6,000 beginning in 2024) and $4,000 ($4,250 beg
• $4,000 — , $5,000 ($6,000 beginning in 2024) and $4,000 ($4,250 beginning in 2024) for service
• $4,250 b — ($6,000 beginning in 2024) and $4,000 ($4,250 beginning in 2024) for service as a membe
• $15,000 — an additional annual cash retainer of $15,000, $10,000 ($12,000 beginning in 2024) an
• $10,000 — tional annual cash retainer of $15,000, $10,000 ($12,000 beginning in 2024) and $8,000
• $12,000 b — nual cash retainer of $15,000, $10,000 ($12,000 beginning in 2024) and $8,000 ($8,500 beg
• $8,000 — $10,000 ($12,000 beginning in 2024) and $8,000 ($8,500 beginning in 2024) for service
• $8,500 b — ($12,000 beginning in 2024) and $8,000 ($8,500 beginning in 2024) for service as chair o
• $900,000 — irector would have a value in excess of $900,000 with respect to the initial equity awar
• $450,000 — respect to the initial equity award or $450,000 with respect to an annual equity award

Filing Documents

• d845327ddefa14a.htm (DEFA14A) — 25KB
• g845327g0617225932384.jpg (GRAPHIC) — 3KB
• 0001193125-24-162678.txt ( ) — 30KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION 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 Pursuant to 240.14a-12 Janux 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. 10955 Vista Sorrento Parkway, Suite 200 San Diego, California 92130 SUPPLEMENT TO PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 26, 2024 Dear Stockholder: This proxy statement supplement, dated June 17, 2024 (this Supplement), supplements the definitive proxy statement on Schedule 14A of Janux Therapeutics, Inc., a Delaware corporation (the Company), dated April 29, 2024 (the Proxy Statement), for the 2024 Annual Meeting of Stockholders (the Annual Meeting) of the Company to be held on June 26, 2024. Capitalized terms used in this Supplement and not otherwise defined herein have the meanings given to them in the Proxy Statement. THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT. EXCEPT AS SPECIFICALLY SUPPLEMENTED BY THE INFORMATION CONTAINED HEREIN, THIS SUPPLEMENT DOES NOT MODIFY ANY OTHER INFORMATION SET FORTH IN THE PROXY STATEMENT. Amendment and Restatement of Non-Employee Director Compensation Policy Our Board of Directors adopted a non-employee director compensation policy in June 2021 that became effective June 10, 2021 and is applicable to all of our non-employee directors. Following review of a comprehensive assessment of our non-employee director compensation program prepared by FW Cook, the compensation policy was amended and restated in December 2023, with changes effective January 1, 2024 and further amended and restated on June 13, 2024, with changes effective immediately. The compensation policy, as in effect prior to the June 2024 amendment and restatement, is applicable to all of our non-employee directors and provides that each such non-employee director will receive the following compensation for service on our Board of Directors: an annual cash retainer of $40,000; an additional annual cash retainer of $30,000 ($35,000 in 2024) for service as Chair of the Board of Directors; an additional annual cash retainer of $7,500, $5,000 ($6,000 beginning in 2024) and $4,000 ($4,250 beginning in 2024) for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (not applicable to committee chairs); an additional annual cash retainer of $15,000, $10,000 ($12,000 beginning in 2024) and $8,000 ($8,500 beginning in 2024) for service as chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; an initial option grant to purchase 30,000 (35,000 beginning in 2024) shares of our common stock on the date of each such non-employee directors appointment to our Board of Directors, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through the vesting date; and an annual option grant to purchase 12,500 (17,500 beginning in 2024) shares of our common stock on the date of each of our annual stockholder meetings, with the shares vesting in 12 equal monthly installments, provided that the shares will be fully vested on the date of the next annual stockholders meeting, subject to continued service as a director though the applicable vesting date. In addition to the initial option grant described above, in the event a director is appointed prior to an annual stockholder meeting, such director will receive a prorated annual option grant. Following the June 2024 amendment and restatement, the compensation policy provides that each non-employee director will receive the following modified equity compensation for service on our Board of Directors: an initial equity award as follows: An initial option grant to purchase 16,700 shares of our common stock, vesting in 36 equal monthly installments, An initial restricted stock unit (RSU) grant of 5,000 shares of our common stock, vesting in three successive equal annual installments, subject to continuous services through the applicable vesting dates. an annual equity award as follows: An option grant to purchase 8,350 shares of our common stock, vesting in 12 equal monthly installments, provided

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