Vaccinex, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Vaccinex, Inc. is holding its 2024 Annual Meeting of Stockholders on May 9, 2024, to vote on director elections, executive compensation, incentive plan amendments, and auditor ratification.</b>

AI Summary

VACCINEX, INC. (VCNX) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. Annual meeting scheduled for May 9, 2024, at 2:00 p.m. ET at corporate headquarters. Key agenda items include election of three directors and advisory votes on executive compensation. Stockholders will vote on approving amendments to the 2018 Omnibus Incentive Plan. The appointment of Deloitte & Touche LLP as independent auditor for FY2024 will be ratified. Record date for determining eligible stockholders is March 22, 2024.

Why It Matters

For investors and stakeholders tracking VACCINEX, INC., this filing contains several important signals. Stockholder approval is sought for amendments to the 2018 Omnibus Incentive Plan, which could impact future equity awards and dilution. The ratification of Deloitte & Touche LLP as the independent auditor is a standard governance procedure, ensuring financial oversight.

Risk Assessment

Risk Level: low — VACCINEX, INC. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or operational information that would alter the company's risk profile.

Analyst Insight

Stockholders should review the proxy materials carefully to understand the proposed amendments to the incentive plan and cast their votes accordingly.

Key Numbers

• May 9, 2024 — Annual Meeting Date (Date of the annual meeting of stockholders.)
• 2:00 p.m. Eastern Time — Meeting Time (Time of the annual meeting.)
• March 22, 2024 — Record Date (Date to determine stockholders eligible to vote.)
• 3 — Directors to be Elected (Number of directors proposed for election.)

Key Players & Entities

• VACCINEX, INC. (company) — Registrant
• Deloitte & Touche LLP (company) — independent registered public accounting firm
• Dr. Maurice Zauderer (person) — President and Chief Executive Officer
• May 9, 2024 (date) — Annual meeting date
• March 22, 2024 (date) — Record date
• 2018 Omnibus Incentive Plan (plan) — Incentive plan to be amended

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Effectiveness of Incentive Plan [low — operational]: Amendments to the 2018 Omnibus Incentive Plan may affect the company's ability to attract and retain talent.
• Auditor Independence [low — financial]: The ratification of Deloitte & Touche LLP ensures continued independent oversight of the company's financial statements.

Key Dates

• 2024-05-09: Annual Meeting of Stockholders — To elect directors, vote on executive compensation, approve incentive plan amendments, and ratify auditor appointment.
• 2024-03-22: Record Date — Determines stockholders entitled to notice of and vote at the annual meeting.
• 2024-04-02: Filing Date — Date the Definitive Proxy Statement was filed with the SEC.

Glossary

Proxy Statement

A document filed by a company with the SEC that contains information that shareholders need to make informed decisions about matters presented at a shareholder meeting. (Provides details on agenda items for the annual meeting, including director elections and compensation.)

Say-on-Pay

An advisory vote by shareholders on the compensation of the company's named executive officers. (Allows shareholders to express their opinion on the executive compensation packages.)

Key Financial Figures

• $0.0001 — s outstanding, designated common stock, $0.0001 par value per share. Each stockholder o

Filing Documents

• d769033ddef14a.htm (DEF 14A) — 667KB
• g769033dsp65.jpg (GRAPHIC) — 8KB
• g769033dsp65a.jpg (GRAPHIC) — 3KB
• g769033dsp66.jpg (GRAPHIC) — 5KB
• g769033g01a03.jpg (GRAPHIC) — 53KB
• g769033g63a70.jpg (GRAPHIC) — 88KB
• g769033g80h57.jpg (GRAPHIC) — 85KB
• 0001193125-24-084768.txt (&nbsp;) — 1002KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 17 Summary Compensation Table 17 Outstanding Equity Awards at December 31, 2023 19 DIRECTOR COMPENSATION 21 Director Compensation Tables 21 PAY VERSUS PERFORMANCE 23

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL 26 DELINQUENT SECTION 16(A) REPORTS 28 PROPOSAL TWO: TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY-ON-PAY) 29 PROPOSAL THREE: TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 30 PROPOSAL FOUR: TO APPROVE THE FIRST AMENDMENT TO THE VACCINEX, INC. 2018 OMNIBUS INCENTIVE PLAN 31 Equity Compensation Plan Information as of December 31, 2023 42 PROPOSAL FIVE: RATIFICATION OF THE APPOINTMENT OF THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2024 43 REPORT OF THE AUDIT COMMITTEE 44 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 45 OTHER MATTERS 48 APPENDIX A: VACCINEX, INC. 2018 OMNIBUS INCENTIVE PLAN A-1 APPENDIX B: FIRST AMENDMENT TO THE VACCINEX, INC. 2018 OMNIBUS INCENTIVE PLAN B-1 Table of Contents VACCINEX, INC. PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I receiving these materials? The board of directors of Vaccinex, Inc. (Vaccinex, the Company, we, our, or us), a Delaware corporation, is providing these proxy materials to you, and is soliciting the enclosed proxy, for use at the annual meeting of stockholders (the Annual Meeting) to be held on Thursday, May 9, 2024 at 2:00 p.m., Eastern Time, or at any adjournment of the meeting, for the purposes set forth in this proxy statement and in the accompanying notice of annual meeting of stockholders. The Annual Meeting will be held at our corporate headquarters, located at 1895 Mount Hope Avenue, Rochester, New York 14620. We are first mailing these proxy solicitation materials to stockholders on or about April 2, 2024. What is householding and how does it impact me? We have adopted a process called householding for mailing the proxy materials in order to reduce print

View Full Filing

View this DEF 14A filing on SEC EDGAR