Heron Therapeutics Announces 2024 Annual Meeting of Stockholders on June 13, 2024

Ticker: HRTX · Form: DEF 14A · Filed: 2024-04-29T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Share Authorization, Equity Incentive Plan, Executive Compensation

TL;DR

<b>Heron Therapeutics is holding its 2024 Annual Meeting on June 13, 2024, to vote on director elections, auditor ratification, executive compensation, and significant increases in authorized shares.</b>

AI Summary

HERON THERAPEUTICS, INC. /DE/ (HRTX) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Heron Therapeutics will hold its 2024 Annual Meeting of Stockholders on June 13, 2024, virtually. The meeting agenda includes electing six director nominees, ratifying Withum Smith+Brown, PC as independent auditors for FY2024, and approving executive compensation. Stockholders will vote on amending the Certificate of Incorporation to increase authorized common stock from 225,000,000 to 400,000,000 shares. A proposal to amend the 2007 Equity Incentive Plan to increase authorized shares by 7,500,000 is also on the agenda. The company is seeking approval for these proposals at the upcoming meeting.

Why It Matters

For investors and stakeholders tracking HERON THERAPEUTICS, INC. /DE/, this filing contains several important signals. The proposed increase in authorized shares (from 225M to 400M common stock and 39.19M to 46.69M under the 2007 Plan) could signal future equity financing or stock-based compensation needs. Stockholder approval is required for these significant corporate actions, impacting the company's capital structure and equity dilution potential.

Risk Assessment

Risk Level: medium — HERON THERAPEUTICS, INC. /DE/ shows moderate risk based on this filing. The company is seeking to significantly increase its authorized shares, which could lead to dilution if used for future financing or compensation, requiring careful monitoring by investors.

Analyst Insight

Investors should pay close attention to the voting outcomes on the share authorization proposals and the company's subsequent use of this increased equity.

Key Numbers

June 13, 2024 — Annual Meeting Date (Date of the 2024 Annual Meeting of Stockholders)
6 — Director Nominees (Number of director nominees to be elected)
400,000,000 — Proposed Authorized Shares (New target for authorized common stock)
225,000,000 — Current Authorized Shares (Current number of authorized common stock)
7,500,000 — Equity Plan Share Increase (Additional shares to be authorized under the 2007 Equity Incentive Plan)
46,690,000 — Proposed Equity Plan Shares (New total authorized shares under the 2007 Equity Incentive Plan)
39,190,000 — Current Equity Plan Shares (Current total authorized shares under the 2007 Equity Incentive Plan)

Key Players & Entities

HERON THERAPEUTICS, INC. (company) — Registrant
June 13, 2024 (date) — Annual Meeting date
Withum Smith+Brown, PC (company) — Independent registered public accounting firm
December 31, 2024 (date) — Fiscal year end for auditor appointment
December 31, 2023 (date) — Fiscal year for executive compensation review
400,000,000 (dollar_amount) — Proposed increase in authorized common stock
225,000,000 (dollar_amount) — Current authorized common stock
7,500,000 (dollar_amount) — Increase in shares for Equity Incentive Plan

FAQ

When did HERON THERAPEUTICS, INC. /DE/ file this DEF 14A?

HERON THERAPEUTICS, INC. /DE/ filed this Proxy Statement (DEF 14A) with the SEC on April 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by HERON THERAPEUTICS, INC. /DE/ (HRTX).

Where can I read the original DEF 14A filing from HERON THERAPEUTICS, INC. /DE/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by HERON THERAPEUTICS, INC. /DE/.

What are the key takeaways from HERON THERAPEUTICS, INC. /DE/'s DEF 14A?

HERON THERAPEUTICS, INC. /DE/ filed this DEF 14A on April 29, 2024. Key takeaways: Heron Therapeutics will hold its 2024 Annual Meeting of Stockholders on June 13, 2024, virtually.. The meeting agenda includes electing six director nominees, ratifying Withum Smith+Brown, PC as independent auditors for FY2024, and approving executive compensation.. Stockholders will vote on amending the Certificate of Incorporation to increase authorized common stock from 225,000,000 to 400,000,000 shares..

Is HERON THERAPEUTICS, INC. /DE/ a risky investment based on this filing?

Based on this DEF 14A, HERON THERAPEUTICS, INC. /DE/ presents a moderate-risk profile. The company is seeking to significantly increase its authorized shares, which could lead to dilution if used for future financing or compensation, requiring careful monitoring by investors.

What should investors do after reading HERON THERAPEUTICS, INC. /DE/'s DEF 14A?

Investors should pay close attention to the voting outcomes on the share authorization proposals and the company's subsequent use of this increased equity. The overall sentiment from this filing is neutral.

Risk Factors

Increase in Authorized Shares [medium — financial]: The company seeks to increase authorized common stock by 175,000,000 shares and equity incentive plan shares by 7,500,000, which could impact future capital structure and shareholder value.

Filing Stats: 4,669 words · 19 min read · ~16 pages · Grade level 11.9 · Accepted 2024-04-29 14:33:18

Key Financial Figures

$0.01 — ompany’s common stock, par value $0.01 per share (“ common stock &#x201

Filing Documents

edge20024963x2_def14a.htm (DEF 14A) — 1160KB
edge20024963x1_pc01.jpg (GRAPHIC) — 643KB
edge20024963x1_pc02.jpg (GRAPHIC) — 420KB
edge20024963x2_pvp01x1.jpg (GRAPHIC) — 96KB
edge20024963x2_pvp02x1.jpg (GRAPHIC) — 105KB
0001140361-24-022881.txt ( ) — 2901KB

From the Filing

DEF 14A 1 edge20024963x2_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 HERON 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 HERON THERAPEUTICS, INC. Notice of 2024 Annual Meeting of Stockholders to Be Held on June 13, 2024 To the Stockholders of Heron Therapeutics, Inc.: The 2024 Annual Meeting of Stockholders of Heron Therapeutics, Inc., a Delaware corporation (“ Heron ,” “ Company ,” “ we ,” “ us ” and “ our ”), will be held on June 13, 2024 at 9:00 a.m. Eastern Time exclusively via the Internet at www.virtualshareholdermeeting.com/HRTX2024 , or at any adjournments or postponements thereof (the “ Annual Meeting ”), for the following purposes, as more fully described in the accompanying Proxy Statement: 1. To elect six director nominees named in the accompanying Proxy Statement to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified; 2. To ratify the appointment of Withum Smith+Brown, PC (“ Withum ”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024; 3. To approve, on a nonbinding advisory basis, compensation paid to our Named Executive Officers during the fiscal year ended December 31, 2023; 4. To amend the Company’s Certificate of Incorporation, as amended (the “ Certificate of Incorporation ”) to increase the aggregate number of authorized shares of the Company’s common stock, par value $0.01 per share (“ common stock ”) by 175,000,000 from 225,000,000 to 400,000,000; 5. To amend the Company’s 2007 Amended and Restated Equity Incentive Plan (the “ 2007 Plan ”), to increase the number of shares of common stock authorized for issuance thereunder by 7,500,000 from 39,190,000 to 46,690,000; 6. To amend the Company’s 1997 Employee Stock Purchase Plan, as amended (the “ ESPP ”), to increase the number of shares of common stock authorized for issuance thereunder by 1,200,000 from 2,225,000 to 3,425,000; and 7. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Stockholders will be able to attend the Annual Meeting and vote electronically and submit questions during the Annual Meeting, all by visiting www.virtualshareholdermeeting.com/HRTX2024 . To participate in the Annual Meeting, stockholders of record will need the 16-digit control number included on their proxy card. If your shares are held in street name and your voting instruction form indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote electronically during the Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their broker, bank, or other agent (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures. Only stockholders of record at the close of business on April 26, 2024 (the “ Record Date ”) will be entitled to notice of, and to vote at, the Annual Meeting. BY ORDER OF THE BOARD OF DIRECTORS           /s/ Ira Duarte     San Diego, California     April 29, 2024     IMPORTANT NOTICE REGARDING THE AVAILABILIT