UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
Filed by the Registrant x☒ Filed by a Party other than the Registrant ¨
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
SELLAS LIFE SCIENCES GROUP, 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.
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Fee previously paid with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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April 23, 2021
25, 2022
To Our Stockholders:
You are cordially invited to attend the 20212022 annual meeting of stockholders of SELLAS Life Sciences Group, Inc. (the “Company”) to be held at 8:30 a.m. Eastern Time on June 8, 20212022 (the “2021“2022 Annual Meeting”) via live webcast. In light of public health restrictions and recommendations relating to the ongoing coronavirus (COVID-19) pandemic, we. We will hold the 20212022 Annual Meeting virtually via live webcast. You will be able to attend and participate in the 20212022 Annual Meeting online via the live webcast and vote your shares electronically by visiting: www.meetingcenter.io/287191590. The passwordwww.meetnow.global/MQAFWZ9. If you hold your shares in an account with a bank, broker or other nominee, you will need to pre-register for the meeting is: SLS2021. There is no physical locationmeeting. Please see the accompanying proxy statement for the 2021 Annual Meeting.
information about how to pre-register.
The enclosed Notice of Annual Meeting of Stockholders sets forth the proposals that will be presented at the 20212022 Annual Meeting, which are described in more detail in the enclosed Proxy Statement. Our Board of Directors recommends that you vote “FOR” Proposals 1, 2 3 and 43 as set forth in the Proxy Statement.
Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to our stockholders over the Internet, unless a stockholder requests printed materials. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 26, 2021,2022, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement for the 20212022 Annual Meeting and our 20202021 annual report to stockholders. The Notice also provides instructions on how to vote online and how to receive a paper copy of the proxy materials by mail.
We hope you will be able to attend the 20212022 Annual Meeting. Whether you plan to attend the 20212022 Annual Meeting or not, it is important that you cast your vote. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the Proxy Statement, you are urged to vote in accordance with the instructions set forth in the Proxy Statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.
On behalf of the Board and the management team, we thank you for your ongoing support of, and continued interest in, SELLAS Life Sciences Group, Inc.
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Very truly yours,
Angelos M. Stergiou, M.D., Sc.D. h.c.
President and Chief Executive Officer
President and Chief Executive Officer
SELLAS LIFE SCIENCES GROUP, INC.
Times Square Tower, 7 Times Square, Suite 2503
New York, New York 10036
Times Square Tower, 7 Times Square, Suite 2503
New York, New York 10036
NOTICE OF 20212022 ANNUAL MEETING OF STOCKHOLDERS
TIME:
8:30 a.m. Eastern Time
DATE:
June 8, 2022
ACCESS:
This year’s annual meeting will be held virtually via live webcast on the Internet. You will be able to attend the annual meeting and vote your shares electronically by visiting www.meetnow.global/MQAFWZ9. For further information about the virtual annual meeting, please see the Questions and Answers about these Proxy Materials and Voting beginning on page 1 below. There is no physical location for the 2022 Annual Meeting.
PURPOSES:
1.
To elect two Class III directors to serve on our Board of Directors for a three-year term expiring on the date on which our annual meeting of stockholders is held in 2025;
2.
To ratify the appointment by our Audit Committee of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
3.
To approve, on a non-binding, advisory basis, the compensation of our named executive officers; and
4.
To transact such other business as may properly come before the 2022 Annual Meeting and any adjournment or postponement thereof.
WHO MAY VOTE:
You may vote if you were the record owner of the Company’s common stock at the close of business on Tuesday,Wednesday, April 13, 2021.2022. A list of stockholders of record will be available at the 20212022 Annual Meeting and, during the 10 days prior to the 20212022 Annual Meeting, at our principal executive offices located at Times Square Tower, 7 Times Square, Suite 2503, New York, NY 10036.
All stockholders are cordially invited to attend the 20212022 Annual Meeting. Whether you plan to attend the 20212022 Annual Meeting or not, we urge you to vote promptly in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting.
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By Order of the Board of Directors,
![[MISSING IMAGE: sg_barbaraawood-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-049655/sg_barbaraawood-bw.jpg){kind=small}
Barbara A. Wood
Executive Vice President, General Counsel and
Corporate Secretary
Executive Vice President, General Counsel and
Corporate Secretary
New York, New York
April23, 2021
April
25, 2022
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SELLAS LIFE SCIENCES GROUP, INC.
Times Square Tower, 7 Times Square, Suite 2503
New York, New York 10036
Times Square Tower, 7 Times Square, Suite 2503
New York, New York 10036
PROXY STATEMENT
FOR THE 20212022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
Tuesday,
Wednesday, June 8, 2021
2022
This Proxy Statement, along with the accompanying notice of 20212022 Annual Meeting, contains information about the annual meeting of stockholders of SELLAS Life Sciences Group, Inc., including any adjournments or postponements of the 20212022 Annual Meeting. We are holding the 20212022 Annual Meeting at 8:30 a.m., Eastern Time, on June 8, 20212022 via live webcast. There will be no physical location for the 20212022 Annual Meeting. We refer, in this Proxy Statement, to SELLAS Life Sciences Group, Inc. as “SELLAS,” “the Company,” “we” and “us,“us.” or “our.”
This Proxy Statement relates to the solicitation of proxies by our Board of Directors for use at the 20212022 Annual Meeting.
On or about April 26, 2021,2022, we intend to begin sending to our stockholders the Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement for our 20212022 Annual Meeting and our 20202021 annual report to stockholders.
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why is the Company Soliciting My Proxy?
Our Board of Directors is soliciting your proxy to vote at the 20212022 Annual Meeting to be held via live webcast, on June 8, 2021,2022, at 8:30 a.m., Eastern Time, and any adjournments or postponements of the meeting, which we refer to as the 20212022 Annual Meeting. This proxy statement, along with the accompanying Notice of Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the 20212022 Annual Meeting.
We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2021, because you owned shares of our common stock on April 13, 2021,2022, or the Record Date. We intend to commence distribution of the Important Notice Regarding the Availability of Proxy Materials,which we refer to throughout this proxy statement as the Notice, and, if applicable, proxy materials, to stockholders on or about April 26, 2021.
2022.
Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?
As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process will expedite stockholders’ receipt of proxy materials, lower the costs of the 20212022 Annual Meeting and help to conserve natural resources. If you received the Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.
How do I attend the 20212022 Annual Meeting?
The 20212022 Annual Meeting will be held on Tuesday,Wednesday, June 8, 2021,2022, at 8:30 a.m., Eastern Time, via live webcast. You will be able to attend and participate in the 20212022 Annual Meeting online via live webcast and vote your shares electronically by visiting: www.meetingcenter.io/287191590www.meetnow.global/MQAFWZ9 on the meeting date and time described in this Proxy Statement. The password for the meeting is: SLS2021. There is no physical location for the 20212022 Annual Meeting. You are entitled to participate in the 20212022 Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date or if you hold a valid proxy for the 20212022 Annual Meeting.
If you are a stockholder of record (i.e., you hold your shares through our transfer agent), you will need the information on your Notice or proxy card to attend the meeting.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below in order to attend the meeting, and you will have until 11:59 p.m. on Tuesday, June 7, 2022 to vote your shares.
What if I have trouble accessing the 2022 Annual Meeting virtually?
The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it, you may call 1-888-724-2416.
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How do I submit questions?
You may submit questions in advance of the 20212022 Annual Meeting by emailing the questions,question, along with proof of ownership, to questions2021@sellaslife.comquestions2022@sellaslife.com prior to 8:30 a.m.5:00 p.m. Eastern Time on June 7, 2021.2022. You may also submit questions during the 20212022 Annual Meeting by visiting:www.meetingcenter.io/287191590.
www.meetnow.global/MQAFWZ9. We will, subject to time constraints, answer all questions that are pertinent to the business of the20212022 Annual Meeting and will give priority to questions submitted in advance.
www.meetnow.global/MQAFWZ9. We will, subject to time constraints, answer all questions that are pertinent to the business of the
Who can vote at the 20212022 Annual Meeting?
Only stockholders of record at the close of business on the Record Date will be entitled to vote at the 20212022 Annual Meeting. On the Record Date, there were 15,084,75420,535,629 shares of common stock issued and outstanding. Our common stock is our only class of voting stock.
How Do I Vote?
Whether you plan to attend the 20212022 Annual Meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify (i) whether your shares should be voted FOR or WITHHELD for Proposal 1,each of our nomineenominees for Class IIIII director in Proposal 1, and (ii) whether your shares should be voted for, against or abstain with respect to Proposals 2 3 and 4.3. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with our Board of Directors’ recommendations as noted below. Voting by proxy will not affect your right to attend the 20212022 Annual Meeting. You may vote by one of the following methods:
 | | ![[MISSING IMAGE: tm223704d1-icon_internetbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-049655/tm223704d1-icon_internetbw.jpg){kind=icon} | | | | By Internet: If you have Internet access, you may submit your vote from any location in the world by following the instructions in the Notice or following the instructions on the proxy card or voting instruction card sent to you. Specifcially, to vote through the Internet, go to www.envisionreports.com/SLS to complete an electronic proxy card. You will be asked to provide the control number from the enclosed proxy card. | | |
 | | ![[MISSING IMAGE: tm223704d1-icon_telebwlr.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-049655/tm223704d1-icon_telebwlr.jpg){kind=icon} | | | | By Telephone: You may submit your vote by following the telephone voting instructions on the proxy card or voting instruction card sent to you. To vote over the telephone, dial toll-free 1-800-652-VOTE (8683) using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the enclosed proxy card. | | |
 | | ![[MISSING IMAGE: tm223704d1-icon_mailbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-049655/tm223704d1-icon_mailbw.jpg){kind=icon} | | | | By Proxy by Mail: You may vote by mail by requesting a full paper copy of the Proxy Statement materials as instructed in the Notice of Internet Availability and marking, dating and signing your proxy card or, for shares held in street name, the voting instruction card provided to you by your broker or nominee, and mailing it in the enclosed, self-addressed, postage prepaid envelope. If you return your signed proxy card to us before the 2022 Annual Meeting, we will vote your shares as you direct. If you are a beneficial owner, the deadline for submitting your vote is 11:59 p.m., Tuesday June 7, 2022. | | |
Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 1:00 a.m. Eastern Timethe conclusion of the 2022 Annual Meeting on June 8, 2021.
2022.
You may also vote during the meeting by following the instructions provided during the live webcast.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
If on the Record Date your shares were registered directly in your name with our transfer agent, Computershare, then you are a stockholder of record. If on the Record Date your shares were not held in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name.” You must follow the instructions of the holder of record in order for your shares to be voted.
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Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote during the 20212022 Annual Meeting, vote by proxy over the telephone or through the Internet, or vote by proxy using a proxy card. Whether or not you plan to attend the 2021 Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the 2021 Annual Meeting even if you have already voted by proxy. If you voted by proxy and decide to vote, or change your proxy, while in attendance at the 2021 Annual Meeting, you must first revoke your proxy at the 2021 Annual Meeting and then vote in accordance with the instructions provided at the 2021 Annual Meeting.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee
If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should have received a voting instruction form with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction form to ensure thatIf you are a beneficial owner, your deadline for submitting your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other nominee.
11:59 p.m., Tuesday, June 7, 2022.
What am I voting on?
This Proxy Statement describes the proposals on which we would like you, as a stockholder, to vote at the 20212022 Annual Meeting. This Proxy Statement provides you with information on the proposals, as well as other information about us, so that you can make an informed decision as to whether and how to vote your stock.
At the 20212022 Annual Meeting, stockholders will act upon the following three proposals:
Proposal 1:
To elect two Class III directors to serve on our Board for three-year terms expiring on the date on which our annual meeting is held in 2025.
Proposal 2:
To ratify the appointment by our Audit Committee of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
Proposal 3:
To approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement.
How Does our Board of Directors Recommend That I Vote on the Proposals?
Our Board of Directors recommends that you vote as follows:
•
“FOR” the election of the nominees for Class III director;
•
“FOR” the ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022; and
•
“FOR” the compensation of our named executive officers, as disclosed in this proxy statement.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you owned as of the Record Date.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee (sometimes referred to as shares held in “street name”) and you do not provide instructions how to vote your shares, your broker, bank or other nominee may still be able to vote your shares in its discretion. A broker or other nominee may generally vote in their discretion on routine matters. In this regard, Proposals 1 3 and 43 are considered to be “non-routine”, meaning that if your broker does not receive instructions from you on how to vote your shares on such non-routine matter, the broker will not have the
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authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.” Therefore, broker non-votes may exist in connection with Proposals 1 3 and 4.3. However, Proposal 2 is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable:
•
“FOR” the election of two Class III directors to serve on our Board for three-year terms expiring on the date on which our annual meeting is held in 2025.
•
“FOR” the ratification of the appointment by our Audit Committee of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
•
“FOR” the advisory approval of named executive compensation.
If any other matter is properly presented at the 20212022 Annual Meeting, your proxyholder will vote your shares using their best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners. We have engaged The Proxy Advisory Group,Alliance Advisors, LLC to assist in the solicitation of proxies and provide related advice and information support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $15,000 in total.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the 20212022 Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
•
You may submit another properly completed proxy card with a later date.
•
You may grant a subsequent proxy by telephone or through the Internet.
•
You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at SELLAS Life Sciences Group, Inc., Times Square Tower, 7 Times Square, Suite 2503, New York, New York 10036.
•
You may cast a vote at the meeting.
Your most current proxy card or telephone or Internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee.
When are stockholder proposals and director nominations due for next year’s annual meeting?
Proposals of stockholders intended to be presented at our 2022 annual meeting2023 Annual Meeting of stockholders pursuant to Rule 14a-8 promulgated under the Exchange Act must be received by us at our principal offices, Times Square Tower, 7 Times Square, Suite 2503, New York, New York 10036, Attention: Corporate
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Secretary, no later than December 24, 2021,26, 2022, the date that is 120 days prior to the first anniversary of the date of this proxy statement, in order to be included in the proxy statement and proxy card relating to that meeting.
If a stockholder wishes to present a proposal at our 2022 annual meeting,2023 Annual Meeting, but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, pursuant to the advance notice provision in our bylaws, such stockholder must give written notice to our Corporate Secretary at our principal executive offices at the address noted above. The Corporate Secretary must receive such notice no earlier than February 8, 2022,2023, and no later than March March��10, 2022,2023, provided that if the date of the 2022 annual meeting2023 Annual Meeting of stockholders is held before June 8, 2022,2023, such notice must instead be received by the Corporate Secretary no earlier than the 120th day prior to the 2022 annual meeting2023 Annual Meeting of stockholders and not later than the close of business on the 90th day prior to the 20222023 Annual Meeting of stockholders or the 10th day following the day on which public disclosure of the date of such annual meeting of stockholdersis first made by us in order for such notice to be timely.
How are votes counted?
Votes will be counted by the inspector of election appointed for the 20212022 Annual Meeting, who will separately count, with respect to (i) the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; and (ii) Proposals 2 3 and 4,3, votes “For” and “Against,” abstentions and, if applicable, broker non-votes.
What are “broker non-votes”?
As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to his or her broker, bank or nominee holding the shares as to how to vote on matters deemed to be “non-routine” under NYSE rules, the broker, bank or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Proposals 1 3 and 43 are considered to be “non-routine” under NYSE rules and we, therefore, expect broker non-votes to exist in connection with those proposals.
As a reminder, if you are a beneficial owner of shares held in “street name,” in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker or nominee holding the shares by the deadline provided in the materials you receive from your broker or nominee.
How many votes are needed to approve each proposal?
The holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the 20212022 Annual Meeting will constitute a quorum for the transaction of business at the 20212022 Annual Meeting. Shares of common stock represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present at the 20212022 Annual Meeting. The following votes are required for approval of the proposals being presented at the 20212022 Annual Meeting:
Proposal 1: To Elect OneTwo Class II Director. III Directors.Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the nomineetwo nominees receiving the highest number of affirmative votes will be elected. The only nomineenominees for Class IIIII director to be considered at the 20212022 Annual Meeting is David A. Scheinberg.are John Varian and Angelos M. Stergiou. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the foregoing Class II Director.
III Directors.
Proposal 2: To Ratify the Appointment by the Audit Committee of Moss Adams LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021. The affirmative vote of the holders of shares of common stock representing a2022. A majority of the votes cast on the matter is required for the ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for the current fiscal year.
Proposal 3: To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers.This proposal calls for a non-binding, advisory vote, and accordingly there is no “required vote” that would constitute approval. However, our Board of Directors, including our compensation committee, values the opinions of our stockholders and we will consider our stockholders’ concerns to the extent there are
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a substantial number of votes cast against the executive officer compensation as disclosed in this proxy statement and evaluate what actions may be appropriate to address those concerns.
Proposal 4: To approve the 2021 Employee Stock Purchase Plan. The affirmative vote of the holders of shares of common stock representing a majority of the votes cast on the matter is required for the approval of the 2021 Employee Stock Purchase Plan.
Shares that abstain from voting as to a particular matter and shares held in “street name” by brokerage firms who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter will not be counted as votes in favor of such matter, and will also not be counted as shares votingcast on such matter. Accordingly, abstentions and “broker non-votes” will have no effect on the voting on the proposals referenced above.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of our then outstanding shares of the common stock entitled to vote are present at the 20212022 Annual Meeting in person or represented by proxy. On the Record Date, there were 15,084,75420,535,629 shares issued and outstanding and entitled to vote.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you cast your vote online. If there is no quorum, the holders of a majority of shares present at the 20212022 Annual Meeting or represented by proxy may adjourn the 20212022 Annual Meeting to another date.
How can I find out the 20212022 Annual Meeting voting results?
Preliminary voting results will be announced at the 20212022 Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the 20212022 Annual Meeting. If final voting results are not available to us in time to file a current report on Form 8-K within four business days after the 20212022 Annual Meeting, we intend to file a current report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional current report on Form 8-K to publish the final results.
What proxy materials are available on the Internet?
This proxy statement and the annual report to stockholders are available at http://www.envisionreports.com/SLS.
SLS.
What if I Receive More Than One Notice or Proxy Card?
You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.
How may I obtain an additional copy of the proxy materials if I share an address with another stockholder?
Some brokers or other nominee record holders may be sending you a single Notice or, if applicable, a single set of our proxy materials if multiple stockholders of the Company live in your household. This practice, which has been approved by the SEC, is called “householding.” Once you receive notice from your broker or other nominee record holder that it will be “householding” the Notice or if, applicable, our proxy materials, the practice will continue until you are otherwise notified or until you notify them that you no longer want to participate in the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.
We will promptly deliver a separate copy of our Notice or if applicable, our proxy materials to you if you write to our Corporate Secretary at: SELLAS Life Sciences Group, Inc., Times Square Tower, 7 Times Square, Suite 2503, New York, NY 10036, (646) 200-5278. If you want to receive your own Notice or, if applicable, set of our proxy materials in the future or, if you share an address with another stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, you should contact your broker or other nominee record holder directly or you may contact us at the above address and phone number.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 13, 20212022 for (i) the named executive officers named in the Summary Compensation Table on page 1418 of this proxy statement, (ii) each of our directors and director nominees, (iii) all of our current directors and named executive officers as a group and (iv) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of April 13, 20212022 pursuant to the exercise of options or warrants or the vesting of restricted stock units to be outstanding for the purpose of computing the percentage ownership of such individual or group, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 15,084,75420,535,629 shares of common stock outstanding on April 13, 2021.
2022.
| Name of Beneficial Owner | | | Number | | | Percentage of Shares Beneficially Owned | | ||||||
Angelos M. Stergiou, President, Chief Executive Officer and Director | | | | | 98,268(1) | | | | | | * | | |
Barbara A. Wood, Executive Vice President, General Counsel and Corporate Secretary | | | | | 34,919(2) | | | | | | * | | |
Dragan Cicic, Senior Vice President, Clinical Development | | | | | 36,755(3) | | | | | | * | | |
Jane Wasman, Chair of the Board | | | | | 14,830(5) | | | | | | * | | |
David L. Scheinberg, Director | | | | | 15,012(4) | | | | | | * | | |
Robert Van Nostrand, Director | | | | | 14,830(5) | | | | | | * | | |
John Varian, Director | | | | | 14,830(5) | | | | | | * | | |
| All current executive officers and directors as a group (7 persons) | | | | | 229,444 | | | | | | 1.1 | | |
*
Represents beneficial ownership of less than one percent (1%) of the outstanding common stock.
(1)
Represents 13,233 shares of our common stock and options to purchase 85,035 shares of our common stock exercisable within 60 days.
(2)
Represents 2,478 shares of our common stock and options to purchase 32,441 shares of our common stock exercisable within 60 days.
(3)
Represents 2,302 shares of our common stock and options to purchase 34,453 shares of our common stock exercisable within 60 days.
(4)
Represents 182 shares of our common stock and options to purchase 14,830 shares of our common stock exercisable within 60 days.
(5)
Represents options to purchase shares of our common stock exercisable within 60 days.
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Board of Directors
Our Bylaws provide that our business shall be managed by or under the direction of our Board of Directors. Our Board of Directors is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. Our Board of Directors has set the current size of the Board at five members, classified into three classes as follows: (i) Jane Wasman and Robert Van Nostrand are members of Class I with a term ending at the 2023 annual meeting;Annual Meeting; (ii) David A. Scheinberg is a member of Class II with a term ending at the 20212024 Annual Meeting; and (iii) Angelos M. Stergiou and John Varian are members of Class III with a term ending at the 2022 annual meeting.
Annual Meeting.
Our Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated David Scheinbergeach of Angelos M. Stergiou and John Varian for election at the 20212022 Annual Meeting as a Class IIIII director for a term of three years to serve until the 2024 annual meeting2025 Annual Meeting of stockholders, and until his successor has been elected and qualified.
Set forth below are the names of (i) the persons nominated for election as directors, and (ii) those directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years as of April 27, 2021.25, 2022. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:
| Name | Age | Position | Term Expires | Audit Committee | Compensation Committee | Nominating And Corporate Governance Committee | Science Committee | |||||||
| Jane Wasman | 64 | Chair of the Board | 2023 | ✔ | ✔ | ✔* | ||||||||
| Angelos M. Stergiou | 45 | Director President and Chief Executive Officer | 2022 | ✔ | ||||||||||
| David A. Scheinberg | 65 | Director | 2021 | ✔* | ||||||||||
| Robert L. Van Nostrand | 64 | Director | 2023 | ✔ | ✔* | ✔ | ||||||||
| John Varian | 60 | Director | 2022 | ✔* | ✔ | ✔ |
| Name | | | Age | | | Position | | | Term Expires | | | Audit Committee | | | Compensation Committee | | | Nominating And Corporate Governance Committee | | | Science Committee | | ||||||||||||||||||
| Jane Wasman | | | | | 65 | | | | Chair of the Board | | | | | 2023 | | | | | | ✓ | | | | | | ✓ | | | | | | ✓* | | | | | | | | |
| Angelos M. Stergiou | | | | | 46 | | | | Director, President and Chief Executive Officer | | | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | ✓ | | |
| David A. Scheinberg | | | | | 66 | | | | Director | | | | | 2024 | | | | | | | | | | | | ✓ | | | | | | | | | | | | ✓* | | |
| Robert L. Van Nostrand | | | | | 65 | | | | Director | | | | | 2023 | | | | | | ✓ | | | | | | ✓* | | | | | | ✓ | | | | | | | | |
| John Varian | | | | | 61 | | | | Director | | | | | 2022 | | | | | | ✓* | | | | | | | | | | | | ✓ | | | | | | ✓ | | |
*
Denotes Chair of Committee
Jane Wasman.Ms. Wasman has been a director of the Company, Chair of the Board and Chair of the Nominating and Corporate Governance Committee of the Board since December 2017. Ms. Wasman became a member of the Compensation Committee in 2017 and the Audit Committee in 2019. Ms. Wasman was President, International & General Counsel and Corporate Secretary of Acorda Therapeutics, Inc., or Acorda, a publicly traded biopharmaceutical company, from October 2012 until December 2019, managing its international, legal, quality, IP and compliance functions. From January 2012 until October 2012, she was Acorda’s Chief, Strategic Development, General Counsel and Corporate Secretary, and from May 2004 until January 2012, she was Acorda’s Executive Vice President, General Counsel and Corporate Secretary. Before joining Acorda, Ms. Wasman was with Schering-Plough Corporation, a global pharmaceutical company, for over eight years, holding various U.S. and international leadership positions, including Staff Vice President and Associate General Counsel. Ms. Wasman earned a J.D. from Harvard Law School and her undergraduate degree magna cum laude from Princeton University. Ms. Wasman is also a member of the board of directors of Rigel Pharmaceuticals, Inc. and Athersys, Inc., publicly traded biopharmaceutical companies, and Cytovia Therapeutics, a private biopharma company, and has been a member of the board of directors and of the executive committee of the board of NewYorkBIO since 2007. The Company believes Ms. Wasman’s significant executive and management experience at publicly traded biopharmaceutical companies qualifies her to serve on our Board.
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Angelos M. Stergiou, M.D., Sc.D. h.c.Dr. Stergiou has served as our President and Chief Executive Officer, and a director, since December 2012. In 2012,2017. Dr. Stergiou founded, in 2012, our predecessor entity, or Private SELLAS, that completed a business combination with Galena Biopharma on December 29, 2017, and served as the President and Chief Executive Officer and a director of Private SELLAS since that time, andboth as Chairman from 2012 to July 2016, and as Vice Chairman from July 2016 to December 2017. In connection therewith, Dr. Stergiou led the negotiation of an exclusive license agreement with Memorial Sloan Kettering Cancer Center, or MSK, to develop and commercialize MSK’s WT1 peptide vaccine technology, which was satisfied in part by the transfer to MSK of certain of Dr. Stergiou’s shares in Private SELLAS. Dr. Stergiou also co-founded Genesis Life Sciences, Ltd. (now Genesis Research), a boutique health economics and pricing-reimbursement and health access company where he served as President and Chief Operating Officer from 2009 to 2011. From 2004 to 2008 Dr. Stergiou served as Vice President and Head of Drug Development at Accentia Biopharmaceuticals, IncInc. and also served in the same capacity as well as Chief Medical Officer at its subsidiary Biovest International, Inc. during the same time. While at Biovest International, Inc., Dr. Stergiou led the Phase 3 development of a therapeutic cancer vaccine, BiovaxID, which was presented at the American Society of Clinical Oncology plenary session in 2009. Dr. Stergiou started his biotechnology career in 2002 at PAION AG where he served as its U.S. program lead of desmoteplase (DEDAS) and served on the joint steering and oversight committee of PAION AG with Forest Laboratories, Inc. in 2003-2004. Dr. Stergiou holds an M.D. from the U.S. American Institute of Medicine and a Sc.D. h.c. from Kentucky Wesleyan College and received his undergraduate degree in pre-medicine, biology and chemistry from Kentucky Wesleyan College. Dr. Stergiou iswas a member of the Board of Trustees at Kentucky Wesleyan College from March 2017 to January 2021, and is a Fellow of the Royal Society of Medicine, an active member of the World Medical Association, and a member of the American Academy of Physicians in Clinical Research and the Association of Clinical Research Professionals. Dr. Stergiou has served on the Board of Directors of Cleara Biotech B.V., a biotech company located in the Netherlands, since January 2022. The Company believes that Dr. Stergiou’s experience as the founder of Private SELLAS and as President, Chief Executive Officer and Director of the Company, as well as his extensive experience in the biopharmaceutical industry and his significant management experience, qualifies him to serve on our Board.
David A. Scheinberg, M.D., Ph.D.Dr. Scheinberg has been a director of the Company and Chair of the Science Committee since December 2017. Dr. Scheinberg is currently the Vincent Astor Chair and Chairman of Molecular Pharmacology, Sloan Kettering Institute. He also founded and chairs the Center for Experimental Therapeutics at MSK, where he spearheaded the discovery and early clinical development of galinpepimut-S and founded and was chair of the Nanotechnology Center from 2010 to 2014. Additionally, Dr. Scheinberg is a Professor of Medicine and Pharmacology and co-chair of the Pharmacology graduate program at the Weill-Cornell University Medical College and Professor in the Gerstner-Sloan Kettering Graduate School at MSK. Dr. Scheinberg is also an attending physician in the Department of Medicine, Leukemia Service and Hematology Laboratory Service/Department of Clinical Laboratories at Memorial Hospital. Dr. Scheinberg is an advisor to charitable foundations and cancer centers and sat on the board of directors of Progenics Pharmaceuticals, Inc. (NASDAQ: PGNX), a biotechnology company, from 1996 to 2019, and currently sits on the board of directors of Sapience Therapeutics, Inc., a privately held, preclinical stage biotechnology company. Dr. Scheinberg also served on Private SELLAS’ Scientific Advisory Board from 2015 to 2017. From 2010 through 2016 he served on the board of directors of Contrafect Corporation, a publicly traded clinical-stage biotechnology company. Dr. Scheinberg holds an M.D. and a Ph.D. in Pharmacology and Experimental Therapeutics from the Johns Hopkins University School of Medicine. Dr. Scheinberg earned his undergraduate degree in Biology from Cornell University. The Company believes Dr. Scheinberg’s experience on Private SELLAS’s Scientific Advisory Board and other public board experience, as well as his expertise as a leading academic oncologist at MSK, including broad knowledge of and contacts in the highest levels of medical research, qualifies him to serve on our Board.
Robert L. Van Nostrand.Mr. Van Nostrand has been a director of the Company and Chair of the Compensation Committee since December 2017. He was a member of the board of directors of Achillion Pharmaceuticals, Inc. (NASDAQ: ACHN), a biotechnology company, until it was acquired in January 2020. He is a member of the board of directors of Intra-Cellular Therapies, Inc. (NASDAQ: ITCI), a biopharmaceutical company, Yield10 Bioscience, Inc. (NASDAQ: YTEN), formerly Metabolix, Inc., a bio-agricultural company, Likeminds, Inc., a private biotech company, and the Biomedical Research Alliance of New York, a private company providing clinical trial services. Mr. Van Nostrand was Executive Vice President and Chief Financial Officer of Aureon Laboratories, Inc., a pathology life science company, from
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January 2010 to July 2010. Prior to joining Aureon Laboratories, Mr. Van Nostrand served as Executive Vice President and Chief Financial Officer of AGI Dermatics, a private biotechnology company, from July 2007 to September 2008, when the company was acquired. Between 1986 and 2007, Mr. Van Nostrand held various executive and other management positions, including Chief Compliance Officer and Chief Financial Officer, at OSI Pharmaceuticals, Inc., or OSI. Prior to joining OSI, Mr. Van Nostrand served in a managerial position with the accounting firm, Touche Ross & Co., currently Deloitte. Mr. Van Nostrand is a member of the board of NewYorkBIO where he previously served as Chairman. Mr. Van Nostrand holds a B.S. in Accounting from Long Island University, New York and completed advanced management studies at the Wharton School of the University of Pennsylvania. He is a Certified Public Accountant. The Company believes Mr. Van Nostrand’s vast board and industry experience in life sciences, his qualification as a financial expert, as well as his experience in transaction structuring and risk management qualifies him to serve on our Board.
John Varian.Mr. Varian has been a director of the Company and Chair of the Audit Committee since December 2017. Mr. Varian served as Chief Executive Officer of XOMA Corporation, or XOMA, from August 2011 through December 2016 and served as a member of the board of directors of XOMA from December 2008 through May 2017. Mr. Varian served as a member of the board of directors of Versartis, Inc. (NASDAQ: VSAR) from March 2014 through October 2018, when it acquired Aravive, and the board of directors of Egalet Corporation (NASDAQ: EGLT) from June 2018 through February 2019, when it acquired the assets of Iroko. Mr. Varian also has served on the board of directors of Acorda Therapeutics, Inc. (NASDAQ: ACOR) since January 2022. Mr. Varian previously served as Chief Operating Officer of ARYx Therapeutics, Inc. from December 2003 through August 2011. Beginning in May 2000, Mr. Varian was Chief Financial Officer of Genset S.A. in France, where he was a key member of the team negotiating Genset’s sale to Serono S.A. in 2002. From 1998 to 2000, Mr. Varian served as Senior Vice President, Finance and Administration of Elan Pharmaceuticals, Inc., joining the company as part of its acquisition of Neurex Corporation. Prior to the acquisition, he served as Neurex Corporation’s Chief Financial Officer from 1997 until 1998. From 1991 until 1997, Mr. Varian served as the VP Finance and Chief Financial Officer of Anergen Inc. Mr. Varian was an Audit Principal/Senior Manager at Ernst & Young LLP from 1987 until 1991, where he focused on life sciences. Mr. Varian was also a founding committee member of Bay Bio and a former chairman of the Association of Bioscience Financial Officers International Conference. Mr. Varian is also a member of the board of directors of AmMax Bio, Inc., a private biopharmaceutical company. Mr. Varian holds a B.B.A. from Western Michigan University. He is a Certified Public Accountant. The Company believes Mr. Varian’s significant experience working with biopharmaceutical companies, including developing and implementing strategy, with a focus on financing, corporate financial management and related matters, qualifies him to serve on our Board.
Independence of the Board of Directors
As required under Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors of such listed company. Our Board consults with our internal and outside counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent auditors, our Board has affirmatively determined that the following directors are independent directors within the meaning of the applicable Nasdaq listing standards: Jane Wasman, Robert L. Van Nostrand, each Class I directors, David A. Scheinberg, M.D., Ph.D., a Class II director, and John Varian, a Class III director. In making this determination, our Board found that none of these directors had a material or other disqualifying relationship with the Company. David A. Scheinberg, M.D., Ph.D., our Class II director, because of payments made by Private SELLAS between 2015 and 2018 to MSK pursuant to a Sponsored Research Agreement which provided financial support for research conducted by Dr. Scheinberg, and Angelos M. Stergiou, M.D. ScD. h.c., our President and Chief Executive Officer and a Class III director, are not presently considered “independent” pursuant to the applicable Nasdaq standards.
Board Leadership Structure
Our Board has an independent Chair, Jane Wasman, who has authority, among other things, to preside over Board meetings and stockholder meetings, as well asand shall have such powers and duties as may from time to time be assigned by the Board. Accordingly, the Chair has substantial ability to shape the work of the Board.
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We believe that separation of the positions of Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we believe that having an independent Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our Board to monitor whether management’s actions are in our best interests and those of our stockholders. As a result, we believe that having an independent Chair can enhance the effectiveness of our Board as a whole.
One of the Board’s key functions is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through the standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with certain legal and regulatory requirements, including requirements related to privacy and data protection, and oversees the performance of the internal audit function. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
Management periodically reports to the Board or relevant committee, which provides guidance on risk assessment and mitigation. Each committee charged with risk oversight reports to the Board on risk matters.
Corporate Governance Guidelines
We have adopted Corporate Governance Guidelines to assure that the Board has the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board follows with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed at
https://www.sellaslifesciences.com/investors/corporate-governance/default.aspx#section=documents.
https://www.sellaslifesciences.com/investors/corporate-governance/default.aspx#section=
documents.
Clawback Policy
In March 2021, our Board of Directors adopted a clawback policy. The clawback policy applies to all incentive-based compensation granted after the policy’s adoption, including cash and equity incentive awards. The policy provides that if both (1) an accounting restatement is required due to our material noncompliance with any financial reporting requirement under the U.S. federal securities laws and (2) our Board of Directors (or a committee thereof), in its sole discretion, determines that an act or omission of a current or former executive officer contributed to the circumstances requiring the restatement and that such act or omission involved fraud or intentional misconduct then we will use reasonable efforts to recover from such person up to 100% of any incentive-based compensation awarded during the three-year period preceding the date on which we are required to prepare such accounting restatement.
Committees of the Board of Directors and Meeting Attendance
Board of Directors.During the fiscal year ended December 31, 20202021 there were 19seven meetings of our Board of Directors. No director attended fewer than 75%85% of the total number of meetings of our Board of Directors and of committees of our Board of Directors on which such director served during 2020.2021. Our Board of Directors makes every effort to but is not required to attend each annual meeting of our stockholders. All directors attended our annual meeting of stockholders held in 2020.
2021.
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