VirnetX Holding Corp. Files 2024 Proxy Statement

TL;DR

VirnetX filed its proxy statement for the June 13th meeting. Standard stuff.

AI Summary

VirnetX Holding Corp. filed a DEF 14A proxy statement on April 26, 2024, for its annual meeting on June 13, 2024. The filing concerns the company's proxy materials, which are standard for public companies holding shareholder meetings to vote on corporate matters. No specific financial figures or proposals are detailed in this initial header information.

Why It Matters

This filing is a routine regulatory requirement for VirnetX Holding Corp. to inform shareholders about upcoming voting matters and the annual meeting.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing, which is a standard disclosure document for public companies and does not inherently carry new risks.

Key Players & Entities

• VirnetX Holding Corp (company) — Registrant
• 0001140361-24-022581 (filing_id) — Accession Number
• 20240426 (date) — Filing Date
• 20240613 (date) — Meeting Date

FAQ

Filing Documents

• ny20025769x1_def14a.htm (DEF 14A) — 1059KB
• logo_virnetx.jpg (GRAPHIC) — 26KB
• ny20025769x1-pc_1.jpg (GRAPHIC) — 483KB
• ny20025769x1-pc_2.jpg (GRAPHIC) — 468KB
• ny20025769x1_pvp01x1.jpg (GRAPHIC) — 156KB
• ny20025769x1_pvp02x1.jpg (GRAPHIC) — 160KB
• sig_kathleenlarsen.jpg (GRAPHIC) — 15KB
• sig_kendalllarsen.jpg (GRAPHIC) — 16KB
• 0001140361-24-022581.txt ( ) — 2882KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ​ ​ 21 PROPOSAL I: ELECTION OF CLASS II DIRECTORS ​ ​ 22 PROPOSAL II: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ ​ 23 PROPOSAL III: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS ​ ​ 25 PROPOSAL IV: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN ​ ​ 26 EXECUTIVE OFFICERS ​ ​ 36

EXECUTIVE COMPENSATION AND OTHER MATTERS

EXECUTIVE COMPENSATION AND OTHER MATTERS ​ ​ 37 Named Executive Officers’ Compensation Decisions for 2023 ​ ​ 39 Summary Compensation Table ​ ​ 43 Outstanding Equity Awards at 2023 Fiscal Year End ​ ​ 44 Potential Payments Upon Termination or Change in Control ​ ​ 45 Pay Versus Performance ​ ​ 46 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE AND DELINQUENT 16(a) REPORTS ​ ​ 48 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ​ ​ 49 AUDIT COMMITTEE REPORT ​ ​ 51 OTHER BUSINESS ​ ​ 52 AVAILABILITY OF FORM 10-K ​ ​ 52 ANNUAL MEETING INSTRUCTIONS ​ ​ 53 i TABLE OF CONTENTS ANNUAL MEETING OF STOCKHOLDERS OF VIRNETX HOLDING CORPORATION PROXY STATEMENT The Board of Directors (the “Board”) of VirnetX Holding Corporation (“we,” “us,” the “Company” or “VirnetX”) is providing these proxy materials to you for use in connection with the 2024 annual meeting of stockholders to be held on Thursday, June 13, 2024 at 10:00 a.m. Pacific Time, and at any postponement or adjournment thereof (the “Annual Meeting”). For instructions on how to attend the Annual Meeting, please see the section titled “ Annual Meeting Instructions .” Stockholders of record as of April 19, 2024 (the “Record Date”) are invited to attend the Annual Meeting and are asked to vote on the proposals described in this proxy statement (the “Proxy Statement”). The Notice of Internet Availability (the “Notice”) will be first mailed to stockholders of record as of the Record Date on or about April 26, 2024. These proxy solicitation materials combined with the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the &

View Full Filing

View this DEF 14A filing on SEC EDGAR