Arrowhead Pharma Files Definitive Additional Proxy Materials

TL;DR

**Arrowhead Pharma just dropped more proxy docs, likely for an upcoming shareholder vote.**

AI Summary

ARROWHEAD PHARMACEUTICALS, INC. filed a DEFA14A on February 27, 2024, as definitive additional materials for a proxy statement. The filing indicates that the company, with CIK 0000879407 and based in Pasadena, CA, is the registrant. This document is part of the proxy solicitation process under Section 14(a) of the Securities Exchange Act of 1934.

Why It Matters

This filing provides additional information related to a proxy statement, which is crucial for shareholders to make informed decisions regarding company governance and proposals.

Risk Assessment

Risk Level: low — This is a routine administrative filing providing additional proxy materials, not indicating any immediate financial or operational risk.

Key Players & Entities

• ARROWHEAD PHARMACEUTICALS, INC. (company) — Filer and Registrant
• 0000879407 (company) — Central Index Key (CIK) for Arrowhead Pharmaceuticals
• 20240227 (date) — Filing date
• Pasadena, CA (company) — Business address city and state for Arrowhead Pharmaceuticals
• 1934 Act (other) — SEC Act under which the filing is made

FAQ

Filing Documents

• arwr-draft14alanguage22724.htm (DEFA14A) — 17KB
• image_0.jpg (GRAPHIC) — 59KB
• 0001628280-24-007309.txt ( ) — 99KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant To 240.14a-12 ARROWHEAD PHARMACEUTICALS, 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 the appropriate box) 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. SUPPLEMENT TO 2024 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT For the Annual Meeting of Stockholders To Be Held on Thursday, March 14, 2024 The following information supplements the 2024 Notice of Annual Meeting and Proxy Statement (the "Proxy Statement") of Arrowhead Pharmaceuticals Inc. (the "Company") filed with the Securities and Exchange Commission ("SEC") on January 26, 2024 and subsequently made available to the Company's stockholders in connection with the solicitation of proxies by our Board of Directors for use at our 2024 Annual Meeting of Stockholders, scheduled for March 14, 2024 at 1000 a.m., Pacific Time (the "Annual Meeting"). These supplemental proxy materials, which are being filed with the SEC on February 27, 2024, should be read in conjunction with the Proxy Statement. We are providing these supplemental proxy materials in order to provide the Company's perspective on and important context for the feedback provided by proxy advisory firms Institutional Shareholder Services ("ISS") and Glass Lewis Co. ("Glass Lewis"). ISS and Glass Lewis are recommending a vote against the election of one of our directors, Dr. Douglass Given. For the reasons discussed below, which include updates to our Board structure, as well as the more detailed information provided in the Proxy Statement, we recommend stockholders vote FOR the election of Dr. Given. Proposal 1 – Election of Directors Board Structure Changes ISS and Glass Lewis are recommending that stockholders vote against the election of our Chairperson, Dr. Douglass Given, due (in whole or in part) to their classification of Dr. Given as a non-independent director and his service on our Nomination Committee and Compensation Committee. Dr. Douglass Given's brother, Dr. Bruce Given, retired as an executive officer of the Company on May 1, 2020 as disclosed on page 61 of the Proxy Statement, Dr. Bruce Given currently serves in a non-executive, interim role as the Company's Chief Medical Scientist. The disinterested members of our Board considered this information and determined that Dr. Douglass Given is an independent director under Nasdaq rules, which use a three-year lookback period for assessing former service of a family member as an executive officer of the Company. ISS and Glass Lewis, however, use a five-year lookback period for independence determinations. Although we respectfully disagree with the approach taken by ISS and Glass Lewis for determining director independence, to avoid even the appearance of a conflict, the Nomination Committee (with the consent of Dr. Douglass Given) has removed Dr. Douglass Given from the Nomination Committee and the Compensation Committee. In addition, the Nomination Committee appointed Dr. Michael Perry, an independent director, as the Lead Director of the Board and as a member of the Compensation Committee.

View Full Filing

View this DEFA14A filing on SEC EDGAR