UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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☒ | Definitive Proxy Statement | |
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☐ | Soliciting Material Pursuant to §240.14a-12 |
REGENXBIO Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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REGENXBIO Inc.
9600 Blackwell Road, Suite 210
Rockville, MD 20850
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of REGENXBIO Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on May 24, 2017,25, 2018, at 9:00 a.m. local time at the Company’s offices located at 9714 Medical Center Drive, Rockville, Maryland 20850 for the following purposes:
1. | To elect |
2. | To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of the Company for the year ending December 31, |
3. | To transact any other business properly brought before the Annual Meeting or any adjournments or postponements thereof. |
Only stockholders of record at the close of business on March 27, 201726, 2018 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. A complete list of such stockholders will be available for inspection at the Company’s offices in Rockville, Maryland during normal business hours for a period of 10 days prior to the Annual Meeting.
Your vote is important. Whether or not you plan to attend the Annual Meeting in person, please votesubmit your proxy by telephone or over the internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Company’s proxy statement for the Annual Meeting, Notice of Internet Availability of Proxy Materials or proxy card.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 24, 2017:25, 2018:
The Company’s Notice of Annual Meeting, Proxy Statement and Annual Report onForm 10-K for the fiscal year ended December 31, 20162017 are available atwww.proxyvote.com.
By Order of the Board of Directors, |
Kenneth T. Mills |
President and Chief Executive Officer |
Rockville, Maryland |
April |
This Proxy Statement is first being mailed to the stockholders of the Company on or about April 12, 2018.
i
REGENXBIO Inc.
9600 Blackwell Road, Suite 210
Rockville, MD 20850
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies to be voted at the 20172018 Annual Meeting of Stockholders (the “Annual Meeting”) of REGENXBIO Inc., which will be held on May 24, 2017,25, 2018, at 9:00 a.m. local time at the Company’s offices located at 9714 Medical Center Drive, Rockville, Maryland 20850.
When this Proxy Statement refers to “REGENXBIO,” the “Company,” “we,” “us” or “our,” it is referring to REGENXBIO Inc.
We are making this Proxy Statement and our Annual Report onForm 10-K for the fiscal year ended December 31, 20162017 (the “Annual Report”) available to stockholders at www.proxyvote.com. On or about April 13, 2017,12, 2018, we will begin mailing to certain of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review this Proxy Statement and the Annual Report. The Notice also instructs you how you may submit your proxy over the internet or via telephone. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING
Why am I receiving this Proxy Statement and a related proxy card?
You have received these proxy materials because you owned shares of REGENXBIO common stock as of March 27, 2017,26, 2018, the record date for the Annual Meeting (the “Record Date”), and our Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement describes matters on which we would like you to vote at the Annual Meeting so that you can make an informed decision.
Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we are permitted to furnish our proxy materials over the internet to our stockholders by delivering the Notice in the mail. As a result, only stockholders who specifically request a printed copy of the Proxy Statement will receive one. Instead, the Notice instructs stockholders on how to access and review the Proxy Statement and Annual Report over the internet at www.proxyvote.com. The Notice also instructs stockholders on how they may submit their proxy via telephone or the internet. If a stockholder who received a Notice would like to receive a printed copy of our proxy materials, such stockholder should follow the instructions for requesting these materials contained in the Notice.
How may I vote at the Annual Meeting?
You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy via telephone or the internet. If you received a printed set of materials, you may also vote by mail by completing, signing, dating and returning the proxy card.
When you vote, regardless of the method used, you appoint Kenneth T. Mills, our President and Chief Executive Officer, and Patrick J. Christmas, our General Counsel, as your representatives (or proxyholders) atfor the Annual Meeting. They will vote your shares at the Annual Meeting as you have instructed them or, if a matter that is not on the proxy card comes up for vote, in accordance with their best judgment. This way, your shares will be voted whether or not you attend the Annual Meeting.
Who is entitled to vote at the Annual Meeting?
Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 30,234,90531,870,555 shares of the Company’sour common stock outstanding. All of these outstanding shares are entitled to vote at the Annual Meeting (one vote per share of common stock) in connection with the matters set forth in this Proxy Statement.
A list of stockholders entitled to vote at the meeting will be available at the Annual Meeting and will be accessible for 10 days prior to the Annual Meeting at our principal place of business, 9600 Blackwell Road, Suite 210, Rockville, Maryland 20850, during ordinary business hours.
How doWhat is a stockholder of record and how can I vote?vote if I am a stockholder of record?
If, on the Record Date, your shares of common stock were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. Stockholders of record may vote via the internet, telephone or mail (if you received a proxy card by mail) as described below. Stockholders also may attend the meeting and vote in person. If you hold shares in “street name” (i.e., you are the beneficial owner of shares held through a bank, broker or other nominee), please refer to your proxy card, the Notice or other information forwarded by your bank, broker or other nominee to see which voting options are available to you.
• | You may vote by using the internet. The address of the website for internet voting is www.proxyvote.com. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on the day before the Annual Meeting.Easy-to-follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded. |
• | You may vote by telephone. The toll-free number for telephone voting is noted on the Notice and your proxy card. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on the day before the Annual Meeting. |
• | You may vote by mail. If you received a proxy card by mail and choose to vote by mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided. |
The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. Written ballots will be passed out to anyone who wants to vote at the Annual Meeting. In all cases, your shares will be voted according to your instructions.
What is a beneficial owner of shares and how can I vote if I am a beneficial owner?
If, on the Record Date, your shares of common stock were not held in your name, but rather were held through a bank, broker or other nominee, then you are the beneficial owner of shares held in “street name,” and you will need to submit voting instructions to the institution that holds your shares. If you do not give instructions to your broker, your broker can vote your shares only with respect to “discretionary” items, but not with respect to“non-discretionary” items. Discretionary items are proposals considered routine under the rules on which your broker may vote shares held in street name without your voting instructions. Onnon-discretionary items for which you do not give your broker instructions, the shares will not be voted, which is referred to as a “brokernon-vote.” Banks, brokers and other nominees are not permitted to vote your shares for the election of directors if the shares are held in street name and they do not receive instructions from you. Accordingly, if you hold your shares in street name, your shares will not be voted on Proposal 1 relating to the election of directors
unless you must obtainprovide voting instructions to the record holder. Banks, brokers and other nominees will have discretion to vote uninstructed shares on Proposal 2 relating to the ratification of the selection of our independent registered public accountants.
As a proxy, executed in your favor, frombeneficial owner, you are invited to attend the holderAnnual Meeting. If you are a beneficial owner and not the stockholder of record, to be able toyou may not vote your shares in person at the Annual Meeting.Meeting unless you request and obtain a valid proxy from your bank, broker or other nominee.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:
If you hold your shares in street name, you must contact the bank, broker or other nominee holding your shares and follow their instructions for changing your vote.
How many votes do you need to receive in order to holdWhat is the Annual Meeting?quorum requirement?
A quorum of stockholders is necessary to conduct business at the Annual Meeting. Pursuant to our Amended and Restated Bylaws (the “Bylaws”), a quorum will be present if a majority of the voting power of outstanding shares of the Company entitled to vote generally in the election of directors is represented in person or by proxy at the Annual Meeting. On the Record Date, there were 30,234,90531,870,555 shares of common stock outstanding and entitled to vote. Thus, 15,117,45315,935,278 shares must be represented by stockholders present at the Annual Meeting or represented by proxy to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank, broker bank or other nominee) or if you attend the Annual Meeting and vote in person. Abstentions and brokernon-votes will be counted for the purpose of determining whether a quorum is present for the transaction of business. If a quorum is not present, the chairman of the meeting or the holders of a majority of the votes present at the Annual Meeting may adjourn the Annual Meeting to another date.
What proposals will be voted on at the Annual Meeting?Meeting and what vote is required to approve each proposal?
The following table provides a description of the proposals that will be voted on at the Annual Meeting:
Proposal | Board Recommendation | Vote Required | Broker | |||
Proposal 1: Elect | FOR | Plurality | No | |||
Proposal 2: Ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accountants for the year ending December 31, | FOR | Majority Votes Cast | Yes |
Plurality means that the nominees for director receiving the greatest number of votes will be elected. Withheld votes, abstentions and “brokerbrokernon-votes”non-votes (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) will have no effect on the election of a nominee.
Majority Votes Cast means that a proposal that receives an affirmative majority of the votes cast will be approved. Abstentions and brokernon-votes will not be counted “For” or “Against” this proposal and will have no effect on this proposal.
Broker Discretionary Voting occurs when a broker does not receive voting instructions from the beneficial owner and votes those shares in its discretionVotes on anyeach proposal on which it is permitted to vote.
How are votes counted?
Votes will be countedtabulated by the inspector of elections appointed for the meeting, who will separately count “For” and (with respect to proposals other than the election of directors) “Against” votes, abstentions and brokernon-votes. Brokernon-votes, as described in the next paragraph, have no effect and will not be counted towards the vote total for Proposal 1 or Proposal 2.
If your shares are held in street name by your broker as your nominee, you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to“non-discretionary” items. Discretionary items are proposals considered routine under the rules on which your broker may vote shares held in street name without your voting instructions. Onnon-discretionary items for which you do not give your broker instructions, the shares will be treated as brokernon-votes. Under current broker voting rules, any election of a member of the Board, whether contested or uncontested, is considered“non-discretionary” and therefore brokers are not permitted to vote your shares held in street name for the election of directors in the absence of instructions from you. Proposal 1 is“non-discretionary” and therefore if you hold your shares through a broker, bank or other agent, your shares will not be voted on Proposal 1 unless you provide voting instructions to the record holder.meeting.
Could other matters be decided at the Annual Meeting?
The Company does not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the Annual Meeting, the individuals named as proxies on the proxy card will have discretionary authority to vote the shares represented by proxies in accordance with their best judgment. If you hold shares through a bank, broker bank or other nominee, the individuals named as proxies on the proxy card will not be able to vote your shares on any other business that comes before the Annual Meeting unless such individuals receive instructions from you with respect to such other business.
What happens if a director nominee is unable to stand for election?
If a nominee is unable to stand for election, the Board may either:
If the Board designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election will be voted for the substitute nominee.
What happens if I submit my proxy but do not provide voting instructions?
If you submit a proxy via telephone or the internet or if you return a signed and dated proxy card without indicating instructions with respect to specific proposals, your shares will be voted as follows:
• | Proposal 1: “For” the election of each of |
• | Proposal 2: “For” the ratification of |
• | If any other matter is properly presented at the Annual Meeting, the proxyholders for shares voted on the proxy card (i.e., one of the individuals named as proxies on the proxy card) will vote your shares using their best judgment. |
What do I need to show to attend the Annual Meeting in person?
You will need proof of your share ownership as of the Record Date and a form of photo identification, such as a valid driver’s license. If you do not have proof of ownership and valid photo identification, you may not be admitted to the Annual Meeting. If you are a stockholder of record, your ownership as of the Record Date will be verified prior to admittance into the meeting. If you are not a stockholder of record but hold shares in street name, you must provide proof of beneficial ownership as of the Record Date, such as an account statement or similar evidence of ownership.
All bags, briefcases and packages will be held at registration and will not be allowed in the Annual Meeting. We will not permit the use of cameras (including cell phones and other devices with photographic capabilities) or other recording devices in the meeting room.
Who is paying for this proxy solicitation?
The accompanying proxy is being solicited by the Board. In addition to this solicitation, directors and employees of the Company may 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. In addition, the Company may also retain one or more third parties to aid in the solicitation of brokers, banks and institutional and other stockholders. We will pay for the entire cost of soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What happens if the Annual Meeting is postponed or adjourned?
Unless the polls have closed or you have revoked your proxy, your proxy will still be in effect and may be voted once the Annual Meeting is reconvened. However, you will still be able to change or revoke your proxy with respect to any proposal until the polls have closed for voting on such proposal.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results are expected to be announced at the Annual Meeting. FinalWe expect to report final voting results will be reported onin a Current Report onForm 8-K filed with the SEC no later than the fourth business day after the Annual Meeting.
How can I find the Company’s proxy materials on the internet?
This Proxy Statement and the Annual Report are available at our corporate website at www.regenxbio.com. You also can obtain copies without charge at the SEC’s website at www.sec.gov. Additionally, youwww.sec.gov and may access these materials at www.proxyvote.com, which does not have “cookies” that identify visitors to the site.www.proxyvote.com.
How do I obtain a separate set of the Company’s proxy materials if I share an address with other stockholders?
In some cases, stockholders holding their shares in a brokerage or bank account who share the same surname and address receive only one copy of the Notice. This practice, called “householding,” is designed to reduce duplicate mailings and save printing and postage costs as well as natural resources. If you would like to have a separate copy of the Notice, the Annual Report or this Proxy Statement mailed to you or receive separate copies of future mailings, please submit your request to the address or phone number that appears on your Notice or proxy card. We will deliver such additional copies promptly upon receipt of such request.
In other cases, stockholders receiving multiple copies of proxy materials at the same address may wish to receive only one copy. If you would like to receive only one copy, please submit your request to the address or phone number that appears on your Notice or proxy card.
Can I receive future proxy materials electronically?
Yes. This Proxy Statement and the Annual Report are available on our investor relations website located at http://ir.regenxbio.com. Instead of receiving paper copies in the mail, stockholders can elect to receive ane-mail that provides a link to our future annual reports and proxy materials on the internet. Opting to receive your proxy materials electronically will save us the cost of producing and mailing documents to your home or business, will reduce the environmental impact of our annual meetings of stockholders and will give you an automatic link to the proxy voting site.
May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?
Yes. The following requirements apply to stockholder proposals, including director nominations, for our 20182019 annual meeting of stockholders:
Requirements for Stockholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials
Stockholders interested in submitting a proposal (other than the nomination of directors) for inclusion in the proxy materials to be distributed by us for our 20182019 annual meeting of stockholders may do so by following the procedures prescribed inRule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be eligible for inclusion in the Company’s proxy materials, stockholder proposals must be received at our principal executive offices no later than the close of business on December 14, 2017,13, 2018, which is the 120th day prior to the first anniversary of the date that we released this Proxy Statement to our stockholders for the Annual Meeting. To be included in our proxy materials, your proposal also must comply with our Bylaws andRule 14a-8 promulgated under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. If we change the date of our 20182019 annual meeting of stockholders by more than 30 days from the anniversary of this year’s Annual Meeting, stockholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for our 20182019 annual meeting of stockholders. Such proposals should be sent to REGENXBIO Inc., 9600 Blackwell Road, Suite 210, Rockville, Maryland 20850, Attention: Corporate Secretary.
Requirements for Stockholder Nomination of Director Candidates and Stockholder Proposals Not Intended for Inclusion in the Company’s Proxy Materials
Stockholders who wish to nominate persons for election to the Board at our 20182019 annual meeting of stockholders or who wish to present a proposal at our 20182019 annual meeting of stockholders, but who do not intend for such proposal to be included in the Company’s proxy materials for such meeting, must deliver written notice of the nomination or proposal to our Corporate Secretary at our principal executive offices no earlier than January 28, 2018,27, 2019, which is the 75th day prior to the first anniversary of the date we released this Proxy Statement to our stockholders for the Annual Meeting, and no later than February 27, 2018,26, 2019, which is the 45th day prior to the first anniversary of the date we released this Proxy Statement to our stockholders for the Annual Meeting. However, if we change the date of our 20182019 annual meeting of stockholders by more than 30 days from the anniversary of this year’s Annual Meeting, such nominations and proposals must be received no later than the close of business on the later of (a) the 90th day prior to our 20182019 annual meeting of stockholders and (b) the 10th day following the day we first publicly announce the date of our 20182019 annual meeting of stockholders. The stockholder’s written notice must include certain information concerning the stockholder and each nominee and proposal, as specified in our Bylaws. If the stockholder does not also satisfy the requirements ofRule 14a-4 promulgated under the Exchange Act, the persons named as proxies will be allowed to use their discretionary voting authority when and if the matter is raised at the 20182019 annual meeting of stockholders. Such nominations or proposals should be sent to REGENXBIO Inc., 9600 Blackwell Road, Suite 210, Rockville, Maryland 20850, Attention: Corporate Secretary.
Copy of Amended and Restated Bylaws
You may request a copy of our Bylaws to be delivered to you at no charge by writing to the Company’s Corporate Secretary at REGENXBIO Inc., 9600 Blackwell Road, Suite 210, Rockville, Maryland 20850, Attention: Corporate Secretary.
Whom should I call if I In addition, we have any questions?
If you have any questions, would like additional Company proxy materials or proxy cards, or need assistance in voting your shares, please contactfiled a copy of our investor relations departmentBylaws as Exhibit 3.2 to our Current Report on Form8-K filed on September 22, 2015, which may be accessed without charge on our website at REGENXBIO Inc., 9600 Blackwell Road, Suite 210, Rockville, Maryland 20850, Attention: Investor Relations, by telephonewww.regenxbio.com and the SEC’s website at(240) 552-8181 or bye-mail at ir@regenxbio.com.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 24, 2017:
The Company’s Notice of Annual Meeting, Proxy Statement and Annual Report are available atwww.proxyvote.com. www.sec.gov.
PROPOSAL 1:
ELECTION OF DIRECTORS
Under our Bylaws, the Board is divided into three classes of roughly equal size. The members of each class are elected to serve a three-year term with the term of office of each of the three classes ending in successive years. Pursuant to our Bylaws, the Board has fixed the current number of directors at eight. Donald J. Hayden, Jr., A.N. “Jerry” Karabelas, Ph.D.Luke M. Beshar, Kenneth T. Mills and Daniel TasséDavid C. Stump, M.D., are the three Class IIIII directors whose terms expire at this Annual Meeting. The Board has nominated Messrs. HaydenBeshar and TasséMills and Dr. Karabelas have been nominated for election byStump (collectively, the Board“nominees” and each, a “nominee”) to serve until the 20202021 annual meeting of stockholders or until their successors are elected, (oror until their earlier death, resignation or removal). It is our policyremoval.
Shares represented by signed proxy cards will be voted on Proposal 1 “For” the election of Messrs. Beshar and Mills and Dr. Stump to encourage nominees for director to attendthe Board at the Annual Meeting.Meeting, unless otherwise marked on the card. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares represented by proxy will be voted for the election of a substitute nominee designated by the current Board, unless otherwise marked on the card. Messrs. Beshar and Mills and Dr. Stump have each agreed to serve as a director if elected. We have no reason to believe that any of the nominees will be unable to serve if elected.
Certain information about each of the nominees is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experience, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the nominees should continue to serve as directors.
Name | Age | Positions and Offices Held with Company | Director Since | |||
Luke M. Beshar | 59 | Director | 2015 | |||
Kenneth T. Mills | 43 | President, Chief Executive Officer and Director | 2009 | |||
David C. Stump | 68 | Director | 2015 |
Luke M. Beshar has been a Director since April 2015. Mr. Beshar is a former Chief Financial Officer of various public and private companies and has more than 30 years of general and financial management experience. Mr. Beshar served as the Executive Vice President and Chief Financial Officer of NPS Pharmaceuticals, Inc. from November 2007 to February 2015 and as Executive Vice President and Chief Financial Officer of Cambrex Corporation, a life sciences company, from December 2002 to November 2007. Mr. Beshar began his career with Arthur Andersen & Co., an accounting firm, in 1980 and is a Certified Public Accountant. Mr. Beshar has served as a director and chair of the audit committee at Trillium Therapeutics Inc., a publicly held immuno-oncology company, since March 2014, a director at EnteraBio Ltd. (“EnteraBio”), a privately held biopharmaceutical company, since December 2015 and Executive Chairman of the board of directors at EnteraBio since December 2016. Mr. Beshar holds a B.S. degree in Accounting and Finance from Michigan State University and is a graduate of The Executive Program at the Darden Graduate School of Business at the University of Virginia. Mr. Beshar’s qualifications to serve as a member of the Board include his financial and managerial experience in the biotechnology and life sciences industries, including serving as Chief Financial Officer, his financial and accounting expertise and his prior service on public and private company boards.
Kenneth T. Mills has been our President, Chief Executive Officer and Director since March 2009. Mr. Mills was with FOXKISER LLP (“FOXKISER”), most recently as a Partner, from January 2007 to January 2015. Mr. Mills was previously the Chief Financial Officer and Vice President of Business Development at Meso Scale Diagnostics, a life sciences company, from January 2004 to December 2006 and was part of the original management team that established the company’s operations and financing strategy. From March 1997 to December 2003, Mr. Mills was employed at IGEN International, Inc. (“IGEN”), a biotechnology company, where he served as Director of Business Development up through the company’s acquisition by Roche. Mr. Mills
received an S.B. in Chemistry from the Massachusetts Institute of Technology. Mr. Mills’ qualifications to serve as a member of the Board include his extensive experience as an executive in the gene therapy and biotechnology industries, including as President and Chief Executive Officer of our Company, his prior service as a senior-level executive in both early stage and mature biotechnology companies and his demonstrated business judgment.
David C. Stump, M.D., has been a Director since October 2015. From November 1999 to December 2012, Dr. Stump was with Human Genome Sciences, Inc., a biopharmaceutical company, as Executive Vice President, Research and Development from May 2007 to December 2012, Executive Vice President, Drug Development from December 2003 to May 2007 and Senior Vice President, Drug Development from November 1999 to December 2003. Prior to joining Human Genome Sciences, Dr. Stump held roles of increasing responsibility at Genentech, Inc., a biopharmaceutical company, from 1989 to 1999, including Vice President, Clinical Research and Genentech Fellow. Prior to joining Genentech, Dr. Stump was an Associate Professor of Medicine and Biochemistry at the University of Vermont. Dr. Stump has served as a member of the boards of directors at Sunesis Pharmaceuticals, Inc. since June 2006, MacroGenics, Inc. since September 2013 and Portola Pharmaceuticals, Inc. since September 2015, each of which is a publicly held biopharmaceutical company. He also currently serves on the board of trustees of Earlham College. Dr. Stump previously served as a director at Dendreon Corporation, a biotechnology company, from June 2010 to June 2015. Dr. Stump holds an A.B. from Earlham College and an M.D. from Indiana University and completed his residency and fellowship training in internal medicine, hematology, oncology and biochemistry at the University of Iowa. Dr. Stump has specific attributes that qualify him to serve as a member of the Board, including his substantial medical and scientific background and expertise, his extensive experience in research and development and operations in the biotechnology industry and his prior service on public company boards.
Vote Required
Directors are elected by a plurality of the votes cast at the Annual Meeting. The three nominees receiving the highest number of “For” votes will be elected. Abstentions and brokernon-votes will have no effect on the outcome of the election of directors at the Annual Meeting.
Shares represented by signed proxy cards will be voted on Proposal 1 “For” the election of Messrs. Hayden and Tassé and Dr. Karabelas to the Board at the Annual Meeting, unless otherwise marked on the card. If any of the Company’s director nominees becomes unavailable for election as a result of an unexpected occurrence, shares represented by proxy will be voted for the election of a substitute nominee designated by the current Board, unless otherwise marked on the card. Messrs. Hayden and Tassé and Dr. Karabelas, the Company’s three director nominees, have each agreed to serve as a director if elected. We have no reason to believe that any of the Company’s director nominees will be unable to serve if elected.
Nominees for Election as Class II Directors at the Annual Meeting
This year’s nominees for election to the Board as our Class II directors to serve for a term of three years expiring at the 2020 annual meeting of stockholders, or until their successors have been duly elected and qualified or until their earlier death, resignation or removal, are provided below. The age of each director as of April 13, 2017 is set forth below.
Name | Age | Positions and Offices Held with Company | Director Since | |||||||
Donald J. Hayden, Jr. | 61 | Director, Chairman of the Board | 2013 | |||||||
A.N. “Jerry” Karabelas, Ph.D. | 64 | Director | 2015 | |||||||
Daniel Tassé | 57 | Director | 2016 |
The following is additional information about each of the nominees as of the date of this Proxy Statement, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the nominees should serve as one of our directors.
Donald J. Hayden, Jr. has been a Director and Chairman of the Board since February 2013. From 1991 to 2006, Mr. Hayden held several executive positions with Bristol-Myers Squibb Company, a biopharmaceutical company, most recently serving as Executive Vice President and President, Americas. Mr. Hayden has served as Chairman of the board of directors at Insmed Incorporated, a publicly held biopharmaceutical company, since December 2010, Lead Independent Director at Amicus Therapeutics, Inc. (“Amicus”), a publicly held biotechnology company, since February 2010 and a director at Amicus since March 2006. He also has served as a director at Otsuka America Pharmaceutical, Inc., a privately held U.S. subsidiary of Otsuka Pharmaceutical Co., Ltd., since January 2010 and WindMIL Therapeutics, Inc., a privately held biotechnology company, since January 2017. Mr. Hayden served as Chairman of the board of directors at Vitae Pharmaceuticals, Inc. from March 2006 to October 2016, and as a director at Dimension Therapeutics, Inc., a gene therapy company, from
October 2013 to July 2015. Mr. Hayden holds a B.A. from Harvard University and an M.B.A. from Indiana University. Mr. Hayden has specific attributes that qualify him to serve as a member of the Board, including his broad experience in the biotechnology and pharmaceutical industry, his service chairing public and private company boards, his experience helping shape new technologies, products and markets and his experience leading health care businesses in the United States and internationally.
A.N. “Jerry” Karabelas, Ph.D. has been a Director since May 2015. Dr. Karabelas has been a Partner at Care Capital, LLC (“Care Capital”), a life sciences venture firm, since December 2001. Prior to joining Care Capital, Dr. Karabelas was Chairman at Novartis BioVentures Fund, which is owned by Novartis AG (“Novartis”), a provider of capital for life sciences companies across the biotech, medical devices and diagnostics industries, prior to which he was the Chief Executive Officer of Novartis Pharma AG, which is also owned by Novartis. Before joining Novartis, Dr. Karabelas was Executive Vice President, Worldwide Pharmaceuticals of SmithKline Beecham, where he was responsible for U.S. and European operations, regulatory and strategic marketing. Dr. Karabelas has served as a director at Valeant Pharmaceuticals International, Inc., a publicly held specialty pharmaceutical and medical device company, since June 2016, a director at Braeburn Pharmaceuticals, Inc., a privately held pharmaceutical company, since September 2015 and Chairman of the board of directors at Polyphor AG, a privately held pharmaceutical company, since June 2013. He served as Chairman of the board of directors at Inotek Pharmaceuticals Corporation from July 2012 to June 2016. In connection with his work at Care Capital, Dr. Karabelas has served on numerous boards of directors of pharmaceutical and therapeutics companies, including Renovo, plc, Vanda Pharmaceuticals, Inc. and NitroMed, Inc. Dr. Karabelas has also served as Chairman of the board of directors at SkyePharma, plc and Human Genome Sciences. Dr. Karabelas received a B.S. from the University of New Hampshire and a Ph.D. from the Massachusetts College of Pharmacy. Dr. Karabelas has specific attributes that qualify him to serve as a member of the Board, including his extensive experience in senior management positions at biopharmaceutical companies, his strong knowledge of strategic and regulatory issues, his insight into international operations and his international perspective on the life sciences industry and healthcare related issues.
Daniel Tassé has been a Director since August 2016. Mr. Tassé is currently the Chairman and Chief Executive Officer of Alcresta Therapeutics, a company developing and commercializing therapies for patients with gastrointestinal disorders associated with rare diseases. Mr. Tassé has served as a director at Bellerophon Therapeutics, Inc. (“Bellerophon”), a publicly held biopharmaceutical company, since December 2013, Indivior PLC, a London Stock Exchange publicly traded pharmaceutical company, since August 2014 and BioQ Pharma, a privately held pharmaceutical company, since December 2014. Prior to the acquisition of Ikaria Inc. (“Ikaria”) by Mallinckrodt Pharmaceuticals in April 2015, Mr. Tassé was President, Chief Executive Officer and Chairman of Ikaria and served as the Interim Chief Executive Officer and President of Bellerophon from February 2014 to June 2014. Previously, Mr. Tassé was the General Manager of the Pharmaceuticals and Technologies Business Unit of Baxter International, Inc., a healthcare company, and Vice President and Regional Director for Australasia at GlaxoSmithKline plc, a pharmaceutical company. Mr. Tassé was a member of the Health Section Governing Board of the Biotechnology Industry Organization, where he participated on the bioethics, regulatory environment and reimbursement committees. Additionally, Mr. Tassé was a member of the board of directors of the Pharmaceutical Research and Manufacturers of America, where he participated on the FDA and biomedical research committee. Mr. Tassé received a B.S. in biochemistry from the University of Montreal. Mr. Tassé has specific attributes that qualify him to serve as a member of the Board, including his extensive track record of business building in the healthcare industry, his strong background within critical care, his global management experience and his detailed knowledge of the life sciences industry.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE.
Continuing Directors Not Standing for Election
Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including their business experience, public company director positions held currently or at any time during the last five years involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the directors should serve as one of our directors. The ageterm of each director asthe Class I directors will expire at the 2019 annual meeting of April 13, 2017 is set forth below.stockholders, and the term of the Class II directors will expire at the 2020 annual meeting of stockholders.
Name | Age | Positions and Offices Held with Company | Director Since | Age | Positions and Offices Held with Company | Director Since | ||||||
Kenneth T. Mills | 42 | President, Chief Executive Officer and Director | 2009 | |||||||||
Daniel J. Abdun-Nabi | 62 | Director | 2016 | 63 | Director | 2016 | ||||||
Luke M. Beshar | 58 | Director | 2015 | |||||||||
Allan M. Fox | 69 | Director | 2009 | 70 | Director | 2009 | ||||||
David C. Stump, M.D. | 67 | Director | 2015 | |||||||||
Donald J. Hayden, Jr. | 62 | Director, Chairman of the Board | 2013 | |||||||||
A.N. “Jerry” Karabelas, Ph.D. | 65 | Director | 2015 | |||||||||
Daniel Tassé | 58 | Director | 2016 |
Class I Directors (Terms Expire in 2019)
Daniel J. Abdun-Nabi has been a Director since August 2016. Mr. Abdun-Nabi has servedcurrently serves as the President and Chief Executive Officer and as a director of Emergent BioSolutions Inc. (“Emergent”), a publicly held
biopharmaceutical company, sincecompany. From April 2012. From2012 to March 2018, Mr. Abdun-Nabi served as Emergent’s President and Chief Executive Officer, from May 2007 to March 2012, Mr. Abdun-Nabihe served as Emergent’s President and Chief Operating Officer, and he held various other senior management positions at Emergent beginning in 2004. Mr. Abdun-Nabi served as general counselGeneral Counsel for IGEN, International, Inc. (“IGEN”), a biotechnology company, and its successor BioVeris Corporation, from September 1999 to May 2004. Prior to joining IGEN, Mr. Abdun-Nabi served as Senior Vice President, Legal Affairs, General Counsel and Secretary of North American Vaccine, Inc., a vaccine developer and manufacturer. Mr. Abdun-Nabi has served as a director at Aptevo Therapeutics Inc., a publicly held biotechnology company, since August 2016. He is the Chairman of the Maryland Life Sciences Advisory Board, which advises the Maryland Department of Commerce in growing the biotechnology industry in the state. Mr. Abdun-Nabi received an LL.M. in Taxation from Georgetown University Law Center, a J.D. from the University of San Diego School of Law and a B.A. in political science from the University of Massachusetts, Amherst. Mr. Abdun-Nabi’s qualifications to continue to serve as a member of the Board include his extensive experience in senior management positions at biopharmaceutical companies, including his current position as Chief Executive Officer of a biopharmaceutical company, his prior service on public company boards and his demonstrated business judgment.
Allan M. Fox has been a Director since February 2009. Mr. Fox is the founding partner of FOXKISER, a firm committed to the strategic development of transformative innovations from biomedical research, which was formed in September 1986. Mr. Fox specializes in identifying business opportunities and improving competitive market positions. Through FOXKISER, he has participated in the formation and development of numerous ventures in the public and private sectors, including the founding of REGENXBIO and Dimension Therapeutics, Inc. Before forming FOXKISER, Mr. Foxco-led the establishment of the Washington office of the law firm of Kaye Scholer. While in the public sector, Mr. Fox served as Chief of Staff and Chief Legislative Assistant to U.S. Senator Jacob K. Javits of New York. He also served as Chief Counsel to the United States Senate Health and Scientific Research Subcommittee, chaired by Senator Edward M. Kennedy. Mr. Fox has served as a director at WindMIL Therapeutics, Inc., a privately held biotechnology company, since March 2017. Mr. Fox was a Fellow in Law, Science and Medicine at Yale Law School where he received an LL.M. degree. Mr. Fox also holds a J.D. and B.A. from Temple University. Mr. Fox has specific attributes that qualify him to continue to serve as a member of the Board,
including his broad experience in providing strategic advice to and investing in biotechnology companies throughout their life cycles, his expertise in identifying business opportunities and his prior service on private company boards.
Class IIIII Directors (Terms Expire in 2018)2020)
Luke M. BesharDonald J. Hayden, Jr. has been a Director and the Chairman of the Board since April 2015.February 2013. From 1991 to 2006, Mr. Beshar isHayden held several executive positions with Bristol-Myers Squibb Company, a former Chief Financial Officer of various public and private companies and has more than 30 years of general and financial management experience. Mr. Beshar served as the Executive Vice President and Chief Financial Officer of NPS Pharmaceuticals, Inc. from November 2007 to February 2015 andbiopharmaceutical company, most recently serving as Executive Vice President and Chief Financial Officer of Cambrex Corporation, a life sciences company, from December 2002 to November 2007.President, Americas. Mr. Beshar began his career with Arthur Andersen & Co., an accounting firm, in 1980 and is a Certified Public Accountant. Mr. BesharHayden has served as a director and chair of the audit committee at Trillium Therapeutics Inc., a publicly held immuno-oncology company, since March 2014, a director at EnteraBio Ltd. (“EnteraBio”), a privately held biopharmaceutical company, since December 2015 and Executive Chairman of the board of directors at EnteraBio since December 2016. Mr. Beshar holds a B.S. degree in Accounting and Finance from Michigan State University and is a graduate of The Executive Program at the Darden Graduate School of Business at the University of Virginia. Mr. Beshar’s qualifications to serve as a member of the Board include his financial and managerial experience in the biotechnology and life sciences industries, including serving as Chief Financial Officer, his financial and accounting expertise and his prior service on public and private company boards.
Kenneth T. Mills has been our President, Chief Executive Officer and Director since March 2009. Mr. Mills was with FOXKISER, most recently as a Partner, from January 2007 to January 2015. Mr. Mills was previously the Chief Financial Officer and Vice President of Business Development at Meso Scale Diagnostics, a life sciences company, from January 2004 to December 2006 and was part of the original management team that established the company’s operations and financing strategy. From March 1997 to December 2003, Mr. Mills was employed at IGEN International, a medical diagnostics company, where he served as Director of Business Development up through the company’s acquisition by Roche. Mr. Mills received an S.B. in Chemistry from the Massachusetts Institute of Technology. Mr. Mills’ qualifications to serve as a member of the Board include his extensive experience as an executive in the gene therapy and biotechnology industries, including as President and Chief Executive Officer of our Company, his prior service as a senior-level executive in both early stage and mature biotechnology companies and his demonstrated business judgment.
David C. Stump, M.D. has been a Director since October 2015. From November 1999 to December 2012, Dr. Stump was with Human Genome Sciences, Inc., a biopharmaceutical company, as Executive Vice President, Research and Development from May 2007 to December 2012, Executive Vice President, Drug Development from December 2003 to May 2007 and Senior Vice President, Drug Development from November 1999 to December 2003. Prior to joining Human Genome Sciences, Dr. Stump held roles of increasing responsibility at Genentech, Inc., a biopharmaceutical company, from 1989 to 1999, including Vice President, Clinical Research and Genentech Fellow. Prior to joining Genentech, Dr. Stump was an Associate Professor of Medicine and Biochemistry at the University of Vermont. Dr. Stump has served as a member of the boards of directors at Sunesis Pharmaceuticals, Inc. since June 2006, MacroGenics, Inc. since September 2013 and Portola Pharmaceuticals, Inc. since September 2015, each of which isInsmed Incorporated, a publicly held biopharmaceutical company.company, since December 2010, Lead Independent Director at Amicus Therapeutics, Inc. (“Amicus”), a publicly held biotechnology company, since February 2010 and a director at Amicus since March 2006. He also currently serves onhas served as Chairman of the board of trustees of Earlham College. Dr. Stump previously serveddirectors at WindMIL Therapeutics, Inc., a privately held biotechnology company, since January 2017 and as a director at Dendreon Corporation,Otsuka America Pharmaceutical, Inc., a biotechnologyprivately held U.S. subsidiary of Otsuka Pharmaceutical Co., Ltd., since January 2010. Mr. Hayden served as Chairman of the board of directors at Vitae Pharmaceuticals, Inc. from March 2006 to October 2016, and as a director at Dimension Therapeutics, Inc., a gene therapy company, from June 2010October 2013 to JuneJuly 2015. Dr. StumpMr. Hayden holds an A.B.a B.A. from Earlham CollegeHarvard University and an M.D.M.B.A. from Indiana University and completed his residency and fellowship training in internal medicine, hematology, oncology and biochemistry at the University of Iowa. Dr. StumpUniversity. Mr. Hayden has specific attributes that qualify him to continue to serve as a member of the Board, including his substantialbroad experience in the biotechnology and pharmaceutical industry, his service chairing public and private company boards, his experience helping shape new technologies, products and markets and his experience leading health care businesses in the United States and internationally.
A.N. “Jerry” Karabelas, Ph.D., has been a Director since May 2015. Dr. Karabelas has been a Partner at Care Capital, LLC (“Care Capital”), a life sciences venture firm, since December 2001. Prior to joining Care Capital, Dr. Karabelas was Chairman at Novartis BioVentures Fund, which is owned by Novartis AG (“Novartis”), a provider of capital for life sciences companies across the biotech, medical devices and scientific backgrounddiagnostics
industries, prior to which he was the Chief Executive Officer of Novartis Pharma AG, which is also owned by Novartis. Before joining Novartis, Dr. Karabelas was Executive Vice President, Worldwide Pharmaceuticals of SmithKline Beecham, where he was responsible for U.S. and expertise,European operations, regulatory and strategic marketing. Dr. Karabelas has served as a director at Valeant Pharmaceuticals International, Inc., a publicly held specialty pharmaceutical and medical device company, since June 2016, a director at Braeburn Pharmaceuticals, Inc., a privately held pharmaceutical company, since September 2015 and Chairman of the board of directors at Polyphor AG, a privately held pharmaceutical company, since June 2013. He served as Chairman of the board of directors at Inotek Pharmaceuticals Corporation from July 2012 to June 2016. In connection with his work at Care Capital, Dr. Karabelas previously served on numerous boards of directors of pharmaceutical and therapeutics companies, including Renovo, plc, Vanda Pharmaceuticals, Inc. and NitroMed, Inc. Dr. Karabelas also previously served as Chairman of the board of directors at SkyePharma, plc and Human Genome Sciences. Dr. Karabelas received a B.S. from the University of New Hampshire and a Ph.D. from the Massachusetts College of Pharmacy. Dr. Karabelas has specific attributes that qualify him to continue to serve as a member of the Board, including his extensive experience in senior management positions at biopharmaceutical companies, his strong knowledge of strategic and regulatory issues, his insight into international operations and his international perspective on the life sciences industry and healthcare related issues.
Daniel Tassé has been a Director since August 2016. Mr. Tassé is currently the Chairman and Chief Executive Officer of Alcresta Therapeutics, a company developing and commercializing therapies for patients with gastrointestinal disorders associated with rare diseases. Mr. Tassé has served as a director at Bellerophon Therapeutics, Inc. (“Bellerophon”), a publicly held biopharmaceutical company, since December 2013, Indivior PLC (where he is the Lead Independent Director), a London Stock Exchange publicly traded pharmaceutical company, since August 2014 and BioQ Pharma, a privately held pharmaceutical company, since December 2014. Prior to the acquisition of Ikaria Inc. (“Ikaria”) by Mallinckrodt Pharmaceuticals in April 2015, Mr. Tassé was President, Chief Executive Officer and Chairman of Ikaria and served as the Interim Chief Executive Officer and President of Bellerophon from February 2014 to June 2014. Previously, Mr. Tassé was the General Manager of the Pharmaceuticals and Technologies Business Unit of Baxter International, Inc., a healthcare company, and Vice President and Regional Director for Australasia at GlaxoSmithKline plc, a pharmaceutical company. Mr. Tassé was a member of the Health Section Governing Board of the Biotechnology Industry Organization, where he participated on the bioethics, regulatory environment and reimbursement committees. Additionally, Mr. Tassé was a member of the board of directors of the Pharmaceutical Research and Manufacturers of America, where he participated on the FDA and biomedical research and development and operationscommittee. Mr. Tassé received a B.Sc. in Biochemistry from the University of Montreal. Mr. Tassé has specific attributes that qualify him to continue to serve as a member of the Board, including his extensive track record of business building in the biotechnologyhealthcare industry, his strong background within critical care, his global management experience and his prior service on public company boards.detailed knowledge of the life sciences industry.
Our Board is responsible for oversight of the management of the Company. In carrying out its responsibilities, the Board selects and monitors our management team, provides oversight of our financial reporting processes and determines and implements our corporate governance policies.
Corporate Governance Guidelines
The Board has adopted corporate governance guidelines, which, along with the Company’s restated certificate of incorporation and Bylaws, and the charters of the committees of the Board, provide the framework for the governance of the Company. Our current corporate governance guidelines can be found, together with other corporate governance information, in the corporate governance section of our corporate website at www.regenxbio.com. The Board also evaluates the charters of its committees from time to time, as appropriate.
Code of Business Conduct
We maintain a code of business conduct that qualifies as a “code of ethics” under Item 406 of the SEC’sRegulation S-K and applies to each of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The code of business conduct addresses various topics, including: (1) compliance with applicable laws, rules and regulations; (2) conflicts of interest; (3) public disclosure of information; (4) insider trading; (5) corporate opportunities; (6) competition and fair dealing; (7) gifts; (8) discrimination, harassment and retaliation; (9) health and safety; (10) record-keeping; (11) confidentiality; (12) protection and proper use of company assets; (13) payments to government personnel; and (14) the reporting of illegal and unethical behavior.
The code of business conduct is available in the corporate governance section of our corporate website at www.regenxbio.com. Any amendment or waiver of the “code of ethics” provisions of the code of business conduct for an executive officer or director may be granted only by the Board or a committee thereof and must be timely disclosed as required by applicable law. We intend to disclosesatisfy the disclosure requirements regarding any such amendment or waiver applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, in a report filed with the SEC onForm 8-K or on our corporate website at www.regenxbio.com.
Director Independence
As required under NASDAQNasdaq 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. Consistent with these regulations, after review of all relevant transactions or relationships between each director, or any of such director’s family members, and the Company, its senior management and its independent registered public accounting firm, the Board has determined that all of our directors are independent directors within the meaning of applicable NASDAQNasdaq listing standards, except for Kenneth T. Mills, our President and Chief Executive Officer, and Allan M. Fox. The Board determined that Donald J. Hayden, Jr. became independent during the fourth quarter of 2016.
Information Regarding the Board of Directors and its Committees
As required under NASDAQNasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present, noting that we have relied on Nasdaq Marketplace Rule 5615(b)(1), a“phase-in” rule for companies following their initial public offerings, in allowing Mr. Hayden to be present and preside over these executive sessions prior to the Board determining that Mr. Hayden became independent during the fourth quarter of 2016.present.
The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for each of the Board committees during 2016:2017:
Committee | Chairman | Non-Chairman Members | Number of Meetings in | 2017 | ||||
Audit Committee | Luke M. Beshar | Daniel J. Abdun-Nabi David C. Stump, M.D. | 7 | |||||
Compensation Committee | Donald J. Hayden, Jr. | Luke M. Beshar Daniel Tassé | 8 | |||||
Nominating and Corporate Governance Committee | A.N. “Jerry” Karabelas, Ph.D. | David C. Stump, M.D. |
Below is a description of each committee of the Board. The Board has determined that each member of the Audit, Compensation and Nominating and Corporate Governance Committees meets applicable rules and regulations regarding “independence” and that each such member is free of any relationship that would interfere with his individual exercise of independent judgment with regard to the Company.
Audit Committee
The Audit Committee of the Board oversees the quality and integrity of the Company’s financial statements and other financial information provided to the Company’s stockholders, the retention and performance of the Company’s independent accountants, the effectiveness of the Company’s internal controls and disclosure controls, and the Company’s compliance with ethics policies and SEC and related regulatory requirements. Pursuant to the Audit Committee charter, the functions of the Audit Committee include, among other things: (1) appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; (2) overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; (3) reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; (4) monitoring our internal control over financial reporting and our disclosure controls and procedures; (5) meeting independently with our registered public accounting firm and management; (6) furnishing the audit committee report required by SEC rules; (7) reviewing and approving or ratifying any related person transactions; and (8) overseeing our risk assessment and risk management policies. Our Audit Committee charter can be found in the corporate governance section of our corporate website at www.regenxbio.com.
Three directors comprised the Audit Committee as of December 31, 2016:2017: Mr. Beshar (the Chairman of the Audit Committee), Mr. Abdun-Nabi and Dr. Stump. The Audit Committee met eightseven times during 2016. Effective August 5, 2016, Mr. Abdun-Nabi became a member of the Audit Committee.2017.
All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ.Nasdaq. The Board has determined that Mr.each of Messrs. Abdun-Nabi and Beshar is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable NASDAQ rules and regulations.Nasdaq listing standards.
The Board annually reviews the NASDAQNasdaq listing standards definition of independence for Audit Committee members and has determined that all members of our Audit Committee are independent (as independence is currently defined in applicable NASDAQNasdaq listing standards andRule 10A-3 promulgated under the Exchange Act).
Compensation Committee
The Compensation Committee of the Board reviews and approves the design of, assesses the effectiveness of, and administers executive compensation programs for officers and employees, including our equity incentive plans. Pursuant to the Compensation Committee charter, the functions of the Compensation Committee include:include,
among other things: (1) evaluating the performance of our chief executive officer and determining the chief executive officer’s salary and contingent compensation based on his or her performance and other relevant criteria; (2) identifying the corporate and individual objectives governing the chief executive officer’s compensation; (3) approving the compensation of our other executive officers; (4) making recommendations to the Board with respect to director compensation; (5) reviewing and approving the terms of material agreements between us and our executive officers; (6) overseeing and administering our equity incentive plans and employee benefit plans; (7) reviewing and approving policies and procedures relating to the perquisites and expense accounts of our executive officers; (8) preparing the annual Compensation Committee report required by SEC rules; and (9) conducting a review of executive officer succession planning, as necessary, reporting its findings and recommendations to the Board, and working with the Board in evaluating potential successors to executive officer positions. In accordance with NASDAQNasdaq listing standards and our amended and restated Compensation Committee charter, the Board has granted our Compensation Committee the authority and responsibility to retain or obtain the advice of compensation consultants, legal counsel and other compensation advisers, the authority to fund such advisers, and the responsibility to consider the independence factors specified under applicable law and any additional factors the Compensation Committee deems relevant. Our Compensation Committee charter can be found in the corporate governance section of our website at www.regenxbio.com.
Three directors comprised the Compensation Committee of the Board as of December 31, 2016:2017: Mr. Hayden (the Chairman of the Compensation Committee), Mr. Beshar and Mr. Tassé. The Compensation Committee met nineeight times during 2016. Effective August 15, 2016, Mr. Tassé became a member of the Compensation Committee.2017.
The Board has determined that all members of the Compensation Committee are independent (as independence is currently defined in the NASDAQNasdaq listing standards). Mr. Hayden qualified as an independent director in accordance with the rules of NASDAQ commencing during the fourth quarter of 2016. We were permitted tophase-in our compliance with the independent compensation committee requirements set forth in the rules of NASDAQ and the Exchange Act, which would require the compensation committee to be compromised of all independent members within one year of listing. Effective September 12, 2016, which was within one year of our listing on NASDAQ, Mr. Hayden resigned from our Compensation Committee. Effective November 1, 2016, the Board determined that Mr. Hayden qualified as an independent director and Mr. Hayden was reappointed as Chairman and a member of our Compensation Committee. In addition, each of our directors serving on our Compensation Committee satisfies the heightened independence standards for members of a compensation committee under NASDAQNasdaq listing standards, each member of this committee is anon-employee director, as defined pursuant toRule 16b-3 promulgated under the Exchange Act, and is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
Our Chief Executive Officer often participates in the Compensation Committee’s meetings. He does not participate in the determination of his own compensation or the compensation of directors. However, our Chief Executive Officer does make recommendations to the Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees, and he often participates in the Compensation Committee’s deliberations about the compensation of such individuals. No other executive officers participate in the determination of the amount or form of the compensation of executive officers or directors.
The Compensation Committee has retained Radford, a compensation consulting firm, since May 2015. Radford is part of Aon Hewitt, a business unit of Aon plc.Aon. Radford provided the Compensation Committee with data about the compensation paid by our peer group of companies and other employers who compete with the
Company for executives, updated the Compensation Committee on new developments in areas that fall within the Compensation Committee’s jurisdiction and was available to advise the Compensation Committee regarding all of its responsibilities. Radford continues to present compensation reports to the Compensation Committee on a regular basis. The consultant serves at the pleasure of the Compensation Committee rather than the Company, and the consultant’s fees are approved by the Compensation Committee. In February 2017,2018, our Compensation Committee assessed the independence of Radford pursuant to applicable SEC rules and NASDAQNasdaq listing standards and concluded that the work of Radford has not raised any conflict of interest.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of the Board identifies, evaluates and recommends nominees to the Board and committees of the Board, conducts searches for appropriate directors, and evaluates the performance of the Board and of individual directors. Pursuant to the Nominating and Corporate Governance
Committee charter, the functions of the Nominating and Corporate Governance Committee include, among other things: (1) identifying, evaluating, and making recommendations to the Board and our stockholders concerning nominees for election to the Board, to each of the Board’s committees and as committee chairs; (2) annually reviewing the performance and effectiveness of the Board and developing and overseeing a performance evaluation process; (3) annually evaluating the performance of management, the Board and each Board committee against their duties and responsibilities relating to corporate governance; (4) annually evaluating adequacy of our corporate governance structure, policies, and procedures; and (5) providing reports to the Board regarding the Nominating and Corporate Governance Committee’s nominations for election to the Board and its committees. Our Nominating and Corporate Governance Committee charter can be found in the corporate governance section of our website at www.regenxbio.com.
Two directors comprised the Nominating and Corporate Governance Committee as of December 31, 2016:2017: Dr. Karabelas (the Chairman of the Nominating and Corporate Governance Committee) and Dr. Stump. The Nominating and Corporate Governance Committee met sixfour times during 2016.2017.
The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements and having a general understanding of the Company’s industry. The Nominating and Corporate Governance Committee also considers other factors it deems appropriate, including, but not limited to:
In conducting this assessment, the Nominating and Corporate Governance Committee also considers diversity, age, skills, and such other factors as it deems appropriate given the then-current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. While it believes that diversity and variety of experiences and viewpoints represented on the Board should always be considered, the Nominating and Corporate Governance Committee believes that a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity.
In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence.
When there is a vacancy on the Board, the Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems it appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.
We believe that each of our directors and nominees brings a strong background and set of skills to our Board, giving the Board, as a whole, an appropriate balance of the knowledge, experience, attributes, skills and expertise. In addition, six of our eight directors are independent under NASDAQNasdaq standards (Mr. Mills, our President and Chief Executive Officer, and Mr. Fox being the exceptions) and our Nominating and Corporate Governance Committee believes that all eight directors are independent of the influence of any particular stockholder or group of stockholders whose interests may diverge from the interests of our stockholders as a whole. We believe that our directors have a broad range of personal characteristics including leadership, management, pharmaceutical, gene therapy business, marketing and financial experience and abilities to act with integrity, with sound judgment and
collegially, to consider strategic proposals, to assist with the development of our strategic plan and oversee its implementation, to oversee our risk management efforts and executive compensation and to provide leadership, to commit the requisite time for preparation and attendance at Board and committee meetings and to provide required expertise on Board committees. As described above, the Nominating and Corporate Governance Committee recommends new members of the Board for their directorships.
In evaluating such directors,director candidates, our Nominating and Corporate Governance Committee has reviewed the experience, qualifications, attributes and skills of our directors and nominees, including those identified in the biographical information set forth above in the section entitled “Election of Directors.” The Nominating and Corporate Governance Committee believes that the members of the Board offer insightful and creative views and solutions with respect to issues facing the Company. In addition, the Nominating and Corporate Governance Committee also believes that the members of the Board function well together as a group. The Nominating and Corporate Governance Committee believes that the above-mentioned attributes and qualifications, along with the leadership skills and other experiences of the members of the Board described in further detail above under the section entitled “Election of Directors,” provide the Company with the perspectives and judgment necessary to guide the Company’s strategies and monitor their execution.
When there is a vacancy on the Board, the Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems it appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.
Diversity
The Board does not have a formal policy with respect to diversity. However, the Board believes that it is important that its members represent diverse viewpoints, with a broad array of experiences, professions, skills and backgrounds that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of the Company’s stockholders.
Board Renewal
The Board believes it is important to have experienced directors with a deep understanding of the Company’s business as well as other directors who bring fresh perspectives to the Board. In its efforts to identify potential director candidates, the Board considersand the Nominating and Corporate Governance Committee consider the input from the directors’ self-evaluation process to identify the backgrounds and expertise that are desired and the future needs of the Board in light of anticipated director retirements or resignations.
The Board does not believe that arbitrary limits on the number of consecutive terms a director may serve are appropriate in light of the substantial benefits resulting from sustained focus on the Company’s business, strategy and industry over a significant period of time. However, as a means to ensure orderly Board succession, our director tenure policies (contained in our corporate governance guidelines) require that a director will not be renominated for election to the Board if he or she would be 72 years old or older at the time of the election. The Board’s ongoing assessment of its collective skills, experience and expertise resulted in the recruitment of two new independent directors in 2016.within the past two years.
In recruiting one of our two new independent directors, Mr. Tassé,the Board or the Nominating and Corporate Governance Committee retained themay retain a search firm of Korn Ferry to help identify director prospects, perform candidate outreach, assist in reference and background checks and provide other related services. The recruiting process typically involves either the search firm or a member of the Board or the Nominating and Corporate Governance Committee contacting a prospect to gauge the prospect’s interest and availability. A candidate will then meet with several members of the Board and then meet with members of the Company’s management as appropriate. At the same time, the Board or the Nominating and Corporate Governance Committee and the search firm will contact references for the prospect. A background check is completed before a final recommendation is made to the Board to appoint a candidate to the Board. A search firm was not retained in recruiting the other of our two new independent directors, Mr. Abdun-Nabi, though a similar recruiting process was followed by the Nominating and Corporate Governance Committee and the Company’s management.
Meetings of the Board
The Board met eight10 times during 2016.2017. Each director attended 75% or more of the aggregate of the meetings of the Board and of the committees on which he or she served, held during the period for which he was a director or committee member.
Directors are encouraged, but not required, to attend our annual meetings of stockholders. SixSeven of our seveneight then-continuing directors attended our 20162017 annual meeting of stockholders.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee is or has ever been an officer or employee of the Company. No executive officer of the Company serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or our Compensation Committee.
Performance Evaluations of the Board of Directors and its Committees
In accordance with our corporate governance guidelines and ourthe Nominating and Corporate Governance Committee charter, the Board, with the assistance of the Nominating and Corporate Governance Committee, evaluates the performance of the Board, its committees and each individual director on an annual basis. Each member of the Board conducts an annual self-evaluation for the purpose of determining whether the Board and its committees are functioning effectively. As part of this process, each director considers the effectiveness of the Board and each committee on which the director serves. The results of the evaluations are discussed at subsequent meetings of the Board and its committees.
Director Nominating ProceduresNomination
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by the Board or the Nominating and Corporate Governance Committee for consideration. The Nominating and Corporate Governance Committee may also take into consideration the number of shares of the Company’s common stock held by the
recommending stockholder and the length of time that those shares have been held. To recommend a director candidate for consideration by the Nominating and Corporate Governance Committee, a stockholder must submit the recommendation in writing to the Company, including the following information:
Recommendations and the information described above should be sent to our Corporate Secretary at REGENXBIO Inc., 9600 Blackwell Road, Suite 210, Rockville, Maryland 20850, Attention: Corporate Secretary.
Once a person has been identified by the Nominating and Corporate Governance Committee as a potential director candidate, the Nominating and Corporate Governance Committee may: collect and review publicly available information regarding the person to assess whether the person should be considered further; request additional information from the candidate and the proposing stockholder; contact references or other persons to assess the candidate; and conduct one or more interviews with the candidate. The Nominating and Corporate Governance Committee may consider that information in light of information regarding any other candidates that
the Nominating and Corporate Governance Committee may be evaluating at that time, as well as any relevant director search criteria. The evaluation process generally does not vary based on whether or not a candidate is recommended by a stockholder; however, as stated above, the Nominating and Corporate Governance Committee may take into consideration the number of shares held by the recommending stockholder and the length of time that those shares have been held.
In addition to recommending director candidates to the Nominating and Corporate Governance Committee, stockholders may also nominate candidates for election to the Board at an annual meeting of stockholders. For more information, see “Questions and Answers About the Proxy Materials and Voting—May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?”
Separation of CEO and Chairman of the Board and Chief Executive Officer Roles
The Board separates the positions of Chairman of the Board and Chief Executive Officer. Separating these positions allows our Chief Executive Officer to focus on ourday-to-day business, while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. The Board recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman of the Board, particularly as the Board’s oversight responsibilities continue to grow. We believe that having separate positions and having an outside director serve as Chairman of the Board is the appropriate leadership structure for the Company at this time.
Communications with the Board
The Board is interested in receiving communications from stockholders and other interested parties. These parties may contact any member (or members) of the Board or any committee of the Board, thenon-employee directors as a group or the chairperson of any committee. In addition, the Audit Committee is interested in receiving communications from employees and other interested parties regarding accounting, internal controls or auditing matters. Any such correspondence should be addressed to the appropriate person or persons, either by name or title, and sent to our Corporate Secretary at REGENXBIO Inc., 9600 Blackwell Road, Suite 210, Rockville, Maryland 20850, Attention: Corporate Secretary. The Corporate Secretary will review all such
communications, but may, in his or her sole discretion, disregard any communication that he or she believes is not related to the duties and responsibilities of the Board. If deemed an appropriate communication, the Corporate Secretary will share the communication with the applicable director or directors. Any communication that is deemed inappropriate will be made available to any director upon request.
Risk Oversight
The Board has responsibility for the oversight of the company’sCompany’s risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes the Board receiving regular reports from Board committees and members of senior management to enable the Board to understand the company’sCompany’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic, reputational and cybersecurity risk. The oversight of risk within the Company is an evolving process requiring the Company to continually look for opportunities to further embed systematic enterprise risk management into ongoing business processes within the Company.
The Audit Committee reviews information regarding liquidity and operations, and oversees our management of financial risks. Periodically, the Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the Audit Committee includes direct communication with our external auditors,auditor, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The Compensation Committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, corporate disclosure practices, and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by the Board as a whole.
Communications with the Board
The Board is interested in receiving communications from stockholders and other interested parties. These parties may contact any member (or members) of the Board or any committee of the Board, thenon-employee directors as a group or the chairperson of any committee. In addition, the Audit Committee is interested in receiving communications from employees and other interested parties regarding accounting, internal controls or
auditing matters. Any such correspondence should be addressed to the appropriate person or persons, either by name or title, and sent to our Corporate Secretary at REGENXBIO Inc., 9600 Blackwell Road, Suite 210, Rockville, Maryland 20850, Attention: Corporate Secretary. The Corporate Secretary will review all such communications, but may, in his or her sole discretion, disregard any communication that he or she believes is not related to the duties and responsibilities of the Board. If deemed an appropriate communication, the Corporate Secretary will share the communication with the applicable director or directors.
During our fiscal year ended December 31, 2016, we paid cash fees and granted options to purchase sharesOur Board determines the compensation of our common stock to ournon-employee directors who servedin conjunction with recommendations made by the Compensation Committee. We use a combination of cash and share-based compensation to attract and retain qualified candidates to serve on the Board. Anon-employee director is a director who is not employed by us and who does not receive compensation from us (other than for services as a director) or have a business relationship with us that would require disclosure under certain SEC rules. Kenneth T. Mills, our President and Chief Executive Officer and a member of the Board, did not receive any compensation from us during our fiscal year ended December 31, 20162017 for his service as a director and is not included in the 20162017 Director Compensation Table below.
Fees Earned or Paid in Cash
The Board, upon the recommendation of our Compensation Committee, has adopted a compensation program fornon-employee directors. Pursuant to the program, each member of the Board who is not our employee will receivereceives the following annual cash compensation for Board services, as applicable, paid in quarterly installments in arrears:
Description of Service | Cash Compensation ($) | |||
Member of the Board (including the Chairman of the Board) | 35,000 | |||
Chairman of the Board | 30,000 | |||
Member of the Audit Committee(non-Chairman) | 7,500 | |||
Chairman of the Audit Committee | 15,000 | |||
Member of the Compensation Committee(non-Chairman) | 5,000 | |||
Chairman of the Compensation Committee | 10,000 | |||
Member of the Nominating and Corporate Governance Committee(non-Chairman) | 4,000 | |||
Chairman of the Nominating and Corporate Governance Committee | 8,000 |
Option Awards
Non-employee members of the Board receive automatic grants ofnon-statutory stock options under our 2015 Equity Incentive Plan. Eachnon-employee director upon joining the Board willis automatically be granted anon-statutory stock option to purchase 25,000 shares of our common stock with an exercise price equal to the fair market value of our common stock on the grant date. Each of these options will vestvests in equal monthly installments over the 36 months following the date of the grant, and each provides for full acceleration in the event of a change of control.
In addition, on the date of each annual meeting of our stockholders, eachnon-employee director willis automatically be granted anon-statutory stock option to purchase 12,500 shares of our common stock with an exercise price equal to the fair market value of our common stock on the grant date. Anon-employee director who receives an initial award will not receive the additional annual award in the same calendarfor that year. The annual grants vest in equal monthly installments over the 12 months following the date of the grant, and each provides for full acceleration in the event of a change of control.
Other Compensation
We will also continue to reimburse ournon-employee directors for their reasonableout-of-pocket expenses incurred in attending Board and committee meetings. We also provide customary director and officer insurance for all directors.
20162017 Director Compensation Table
The following table sets forth a summary of the compensation we paid to ournon-employee directors in 2017:
Name | Fees Earned or Paid In Cash ($) | Option Awards(1) ($) | Total ($) | |||||||||
Daniel J. Abdun-Nabi(2) | 17,208 | 140,787 | 157,995 | |||||||||
Luke M. Beshar | 55,000 | 100,563 | 155,563 | |||||||||
Edward G. Engleman(3) | 16,250 | — | 16,250 | |||||||||
Allan M. Fox | 35,000 | 100,563 | 135,563 | |||||||||
Donald J. Hayden, Jr.(4) | 73,642 | 100,563 | 174,205 | |||||||||
A.N. “Jerry” Karabelas, Ph.D. | 43,000 | 100,563 | 143,563 | |||||||||
Camille Samuels(5) | 28,397 | 100,563 | 128,959 | |||||||||
David C. Stump, M.D. | 46,500 | 100,563 | 147,063 | |||||||||
Daniel Tassé(6) | 15,109 | 199,259 | 214,368 |
Name | Fees Earned or Paid In Cash ($) | Option Awards(1) ($) | Total ($) | |||||||||
Daniel J. Abdun-Nabi | 42,500 | 153,250 | 195,750 | |||||||||
Luke M. Beshar | �� | 55,000 | 153,250 | 208,250 | ||||||||
Allan M. Fox | 35,000 | 153,250 | 188,250 | |||||||||
Donald J. Hayden, Jr. | 75,000 | 153,250 | 228,250 | |||||||||
A.N. “Jerry” Karabelas, Ph.D. | 43,000 | 153,250 | 196,250 | |||||||||
David C. Stump, M.D. | 46,500 | 153,250 | 199,750 | |||||||||
Daniel Tassé | 40,000 | 153,250 | 193,250 |
(1) | Amounts represent the aggregate grant date fair value of options granted during the respective fiscal year calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See the “Stock-based Compensation” footnote to our financial statements for the year ended December 31, |
As of December 31, 2016,2017, ournon-employee directors held the following outstanding options to purchase shares of our common stock:
Name | Aggregate Number of Option Shares | |||
Daniel J. Abdun-Nabi | ||||
Luke M. Beshar | ||||
Allan M. Fox | ||||
Donald J. Hayden, Jr. | ||||
A.N. “Jerry” Karabelas, Ph.D. | ||||
David C. Stump, M.D. | ||||
Daniel Tassé |
PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board has selected PricewaterhouseCoopers LLP (“PwC”)PwC as our independent registered public accounting firm to perform the audit of our financial statements for the year ending December 31, 2017,2018, and has further directed that management submit this selection for ratification by our stockholders at the Annual Meeting. PwC has served as our independent registered public accounting firm since 2015. Representatives of PwC are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
The Audit Committee believes that the continued retention of PwC is in the best interests of the Company and our stockholders. As provided in the Audit Committee charter, the Audit Committee is directly responsible for the appointment, retention, compensation and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the performance, objectivity or independence of the independent registered public accounting firm.
In determining whether to reappoint PwC as the Company’s independent registered public accounting firm, the Audit Committee took into consideration a number of factors, including the length of time the firm has been engaged, the quality of the Audit Committee’s ongoing discussions with PwC, an assessment of the professional qualifications and past performance of PwC and the potential impact of changing independent registered public accounting firms. Through its experience with the Company, PwC has gained institutional knowledge and expertise regarding the Company’s operations, accounting policies and practices and internal control over financial reporting. The Audit Committee believes that appointing a new independent registered accounting firm would require a significant time commitment that could interfere with management’s focus on financial reporting and internal controls.
Neither our Bylaws nor other governing documents or laws require stockholder ratification of the selection of PwC as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of PwC to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain PwC. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our stockholders.
Vote Required
In order for Proposal 2 to pass, holdersthe number of a majorityvotes cast “For” Proposal 2 must exceed the number of all those outstanding shares present in person, or represented by proxy, andvotes cast either affirmatively or negatively at the Annual Meeting must vote “For”against Proposal 2. Abstentions and brokernon-votes will be counted towards a quorum; however, they will not be counted either “For” or “Against” the proposal and will have no effect on the proposal. BecauseWe do not expect to receive brokernon-votes on this proposal because the ratification of the appointment of the independent registered public accounting firm is a matter on which a bank, brokerbanks, brokers or other nominee isnominees are generally empowered to vote no brokernon-votes are expected to exist in connection with this matter.
Representatives of PwC are expected to be present at the Annual Meeting. They will have an opportunity to makeany shares for which a statement if they so desire and will be available to respond to appropriate questions.beneficial owner does not provide instructions.
Independent Registered Public Accounting Firm’s Fees
The following table represents aggregate fees billed to the Company for the years ended December 31, 20162017 and December 31, 2015,2016, by PwC, our independent registered public accounting firm:
Fee Category | 2016 Fees ($) | 2015 Fees ($) | 2017 Fees ($) | 2016 Fees ($) | ||||||||||||
Audit Fees | 775,000 | 1,047,067 | 1,007,474 | 775,000 | ||||||||||||
Audit-Related Fees | — | — | 130,609 | — | ||||||||||||
Tax Fees | — | — | — | — | ||||||||||||
All Other Fees | — | — | — | — | ||||||||||||
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Total Fees | 775,000 | 1,047,067 | 1,138,083 | 775,000 | ||||||||||||
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Audit Fees
Audit fees consist of aggregate fees billed or incurred by PwC for professional services rendered in connection with the annual audit of our financial statements for the years ended December 31, 20162017 and 2015, the review of our quarterly financial statements,2016, the consents issued for our registration statements, and securities offerings.
Audit-Related Fees
Audit-related fees consist of fees billed or incurred by PwC for due diligence services related to mergers and acquisitions rendered during the comfort letters issued and statements included in our filings with the SEC regarding our initial public offering of common stock.year ended December 31, 2017.
All audit fees and audit-related fees described above werepre-approved by the Audit Committee in accordance with applicable SEC requirements.
Pre-Approval Policies and Procedures
The Audit Committee’s policy is topre-approve all audit and permissiblenon-audit services rendered by PwC, our independent registered public accounting firm. The Audit Committee canpre-approve specified services in defined categories of audit services, audit-related services and tax services up to specified amounts, as part of the Audit Committee’s approval of the scope of the engagement of PwC or on an individualcase-by-case basis before PwC is engaged to provide a service.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE
APPOINTMENT OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017.2018.
The Audit Committee of the Board of Directors consisted on December 31, 20162017 of the threenon-employee directors named below. The Board of Directors annually reviews the NASDAQNasdaq listing standards’ definition of independence for Audit Committee members (including the requirements ofRule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended)Act) and has determined that each member of the Audit Committee meets that standard. Each of Daniel J. Abdun-Nabi and Luke M. Beshar serves as an audit committee financial expert in accordance with applicable SEC regulations.
The principal purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Company’s accounting and financial reporting processes and audits of the Company’s financial statements. The Audit Committee is responsible for selecting and engaging the Company’s independent auditor and approving the audit andnon-audit services to be provided by the independent auditor. The Audit Committee’s function is more fully described in its charter, which the Board of Directors has adopted and which the Audit Committee reviews and approves on an annual basis.
The Company’s management is responsible for preparing the Company’s financial statements and for the Company’s financial reporting process. PricewaterhouseCoopers LLP,PwC, the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States.
The Audit Committee has also reviewed and discussed with PricewaterhouseCoopers LLPthe Company’s management the audited financial statements in the Company’s Annual Report onForm 10-K for the year ended December 31, 2016 (the “Annual Report”).Report. In addition, the Audit Committee discussed with PricewaterhouseCoopers LLPPwC those matters required to be discussed by Statement of Accounting Standards 114, as modified, as adopted by theunder applicable Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T and by PCAOB Auditing Standard No. 16 (Communications with Audit Committees), as may be further modifiedrules or supplemented.standards. Additionally, PricewaterhouseCoopers LLPPwC provided to the Audit Committee the written disclosures and the letter required byunder applicable PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence).rules or standards. The Audit Committee also discussed with PricewaterhouseCoopers LLPPwC its independence from the Company.
Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report for filing with the United States Securities and Exchange Commission.SEC. The Audit Committee has selected PricewaterhouseCoopers LLPPwC as the Company’s independent registered public accounting firm for the year ended December 31, 2017,2018, and has approved submitting the selection of the independent registered public accounting firm for ratification by the Company’s stockholders.
The material in this Audit Committee Report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of the Record Date, March 26, 2018, by: (i) each person or entity, or group of affiliated persons or entities, that is known by us to beneficially own more than five percent of our outstanding common stock; (ii) each of our directors (including nominees); (iii) each of our named executive officers; and (iv) all of our directors, nominees, and executive officers as a group.
The information in the following table is based upon information supplied by our executive officers, directors and principal stockholders and information disclosed in filings with the SEC through the Record Date. Applicable percentage ownership is based on 31,870,555 shares of common stock outstanding at the Record Date.
In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all shares of common stock subject to options held by that person or entity that were exercisable as of the Record Date or may be exercised within 60 days after the Record Date. We did not deem such shares outstanding, however, for the purpose of computing the percentage beneficially owned by any other person or entity. Unless otherwise indicated, the principal address of each of the stockholders below is c/o REGENXBIO Inc., 9600 Blackwell Road, Suite 210, Rockville, Maryland 20850.
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned(1) | Percent of Class Outstanding | ||||||
Holders of More than 5%: | ||||||||
Entities Affiliated with Allan M. Fox(2) 1701 Pennsylvania Ave., NW, Suite 900 Washington, DC 20006 | 3,221,048 | 10.1 | % | |||||
BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055 | 2,284,506 | 7.2 | % | |||||
Entities Affiliated with John Daniel Kiser(4) 1701 Pennsylvania Ave., NW, Suite 900 Washington, DC 20006 | 2,280,110 | 7.2 | % | |||||
FMR LLC(5) 245 Summer Street Boston, MA 02210 | 2,091,594 | 6.6 | % | |||||
Entities Affiliated with Venrock Partners(6) 3340 Hillview Avenue Palo Alto, CA 94304 | 1,991,907 | 6.2 | % | |||||
Directors (Including Nominees) and Named Executive Officers: | ||||||||
Daniel J. Abdun-Nabi(7) | 27,083 | * | ||||||
Luke M. Beshar(8) | 114,375 | * | ||||||
Allan M. Fox(9) | 3,268,270 | 10.2 | % | |||||
Donald J. Hayden, Jr.(10) | 380,475 | 1.2 | % | |||||
A.N. “Jerry” Karabelas, Ph.D.(11) | 74,375 | * | ||||||
Kenneth T. Mills(12) | 940,230 | 2.9 | % | |||||
David C. Stump, M.D.(13) | 46,528 | * | ||||||
Daniel Tassé(14) | 27,083 | * | ||||||
Olivier Danos, Ph.D.(15) | 27,083 | * | ||||||
Vittal Vasista(16) | 473,537 | 1.5 | % | |||||
All directors, nominees and executive officers as a group (13 persons)(17) | 5,754,895 | 16.9 | % |
* | Less than one percent of the outstanding shares of common stock. |
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