UroGen Pharma Shareholder Meeting: Director Elections & Equity Plan

Ticker: URGN · Form: DEF 14A · Filed: 2024-07-01T00:00:00.000Z

Sentiment: neutral

Topics: proxy-statement, governance, equity-incentive-plan, director-election

Related Tickers: URGN

TL;DR

URGN meeting Aug 7: vote for directors & new stock plan. Big decisions ahead.

AI Summary

UroGen Pharma Ltd. is holding its 2024 Annual Meeting of Shareholders on August 7, 2024. Shareholders will vote on the election of two Class II directors, Mr. Robert E. H. Johnson and Mr. Robert J. Zerlin Jr., each for a three-year term. The company is also seeking shareholder approval for the UroGen Pharma Ltd. 2024 Equity Incentive Plan, which aims to incentivize employees and directors.

Why It Matters

Shareholder votes at this meeting will determine the composition of the board of directors and approve a new equity incentive plan, directly impacting the company's governance and future employee compensation structure.

Risk Assessment

Risk Level: medium — The filing concerns routine corporate governance matters like director elections and equity plans, but the approval of the equity plan could lead to future dilution or impact executive compensation, which are medium-term risks.

Key Numbers

Key Players & Entities

FAQ

Who are the nominees for the Class II director positions?

The nominees for the Class II director positions are Mr. Robert E. H. Johnson and Mr. Robert J. Zerlin Jr.

What is the term length for the elected directors?

Each elected director will serve for a three-year term.

What is the purpose of the UroGen Pharma Ltd. 2024 Equity Incentive Plan?

The plan is intended to provide incentives to employees and directors to promote the long-term success of the company.

When is the 2024 Annual Meeting of Shareholders?

The 2024 Annual Meeting of Shareholders is scheduled for August 7, 2024.

What type of filing is this document?

This document is a Definitive Proxy Statement (DEF 14A) filed pursuant to Section 14(a) of the Securities Exchange Act of 1934.

Filing Stats: 4,925 words · 20 min read · ~16 pages · Grade level 11.9 · Accepted 2024-07-01 16:25:45

Key Financial Figures

Filing Documents

From the Filing

DEF 14A 1 urgn20240606_def14a.htm FORM DEF 14A urgn20240606_def14a.htm 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 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 under 240.14a12 UROGEN PHARMA LTD. (Name of Registrant as Specified In Its Charter) N/A (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 UROGEN PHARMA LTD. 400 Alexander Park Drive, Princeton, New Jersey 08540 July 1, 2024 Dear Shareholder, You are cordially invited to attend the 2024 Annual Meeting of Shareholders of UroGen Pharma Ltd. (the "Company") to be held on August 6, 2024 at 10:00 a.m., Eastern Time. The annual meeting will be held in a completely virtual format. You can attend the annual meeting by visiting www.virtualshareholdermeeting.com/URGN2024, where you will be able to listen to the meeting live, submit questions and vote online. Shareholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before the annual meeting start time of 10:00 a.m. Eastern Time on August 6, 2024, to ensure you are logged in when the annual meeting begins. At the meeting, you will be asked to consider and vote on the proposals set forth in the proxy statement relating to the annual meeting. The Company's Directors unanimously recommends a vote "FOR" each proposal set forth in the proxy statement. Whether or not you plan to virtually attend and vote your shares online at the meeting, it is important that your ordinary shares be represented and counted. Accordingly, after reading the proxy statement, please vote by proxy over the telephone or online by following the instructions included in the proxy materials; or complete, date, sign and return the enclosed proxy card. If you hold your shares in "street name" through a broker, bank or other intermediary, please vote in accordance with their instructions provided to you. The Company has fixed the close of business on June 28, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote on the matters proposed at, the meeting and any adjournment or postponement thereof. Thank you for your continued support. Very truly yours, Liz Barrett Chief Executive Officer UROGEN PHARMA LTD. 400 Alexander Park Drive Princeton, New Jersey 08540 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held On August 6, 2024 Dear Shareholder: You are cordially invited to attend the 2024 Annual Meeting of Shareholders of UroGen Pharma Ltd., a corporation organized under the laws of the State of Israel (the "Company"). The meeting will be held on August 6, 2024 at 10:00 a.m. Eastern Time. The annual meeting will be a completely virtual format. You can attend the annual meeting by visiting www.virtualshareholdermeeting.com/URGN2024 where you will be able to listen to the meeting live, submit questions and vote online during the meeting. Shareholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before the annual meeting start time of 10:00 a.m., Eastern Time on August 6, 2024, to ensure you are logged in when the annual meeting begins. We are holding the annual meeting for the following purposes: 1. To elect to the Board of Directors the following eight nominees presented by the Board of Directors to hold office until our next annual meeting of shareholders: Arie Belldegrun, Elizabeth Barrett, Cynthia M. Butitta, Fred E. Cohen, Stuart Holden, James A. Robinson, Jr., Leana S. Wen and Daniel G. Wildman; 2. To approve the Company's 2024 non-employee director and officer compensation policy; 3. To approve an amendment to the Company's 2017 Equity Incentive Plan to increase the number of ordinary shares authorized for issuance under the plan by 800,000 shares; 4. To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the accompanying proxy statement; 5. To approve the engagement of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company's auditor until our 2025 annual meeting of shareholders; and 6. To conduc

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