SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
PROTEOSTASIS THERAPEUTICS, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box)
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules14a-6(i)(4) and0-11. | |||
| 1. | Title of each class of securities to which transaction applies:
| |||
| 2. | Aggregate number of securities to which transaction applies:
| |||
| 3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| 4. | Proposed maximum aggregate value of transaction:
| |||
| 5. | Total fee paid:
| |||
| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| 1. | Amount Previously Paid:
| |||
| 2. | Form, Schedule or Registration Statement No.:
| |||
| 3. | Filing Party:
| |||
| 4. | Date Filed:
| |||
80 Guest Street
Suite 500
Boston, MA 02135
ADDITIONAL MATERIALS
RELATING TO THE PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 27, 2019
On April 30, 2019, Proteostasis Therapeutics, Inc. (the “Company”) filed its proxy statement relating to its 2019 Annual Meeting of Stockholders (the “Proxy Statement”) with the Securities and Exchange Commission, and made the Proxy Statement available on the Internet on that same day. Subsequent to that date, the Board of Directors (the “Board”) of the Company appointed a new Class III director, Badrul A. Chowdhury, M.D. Ph.D. These additional materials have been prepared to provide stockholders with information regarding the Company’s new director that would have been included in the Proxy Statement had Dr. Chowdhury been appointed prior to the filing of the Proxy Statement. You are not being asked to vote for or ratify the appointment of Dr. Chowdhury at the upcoming Annual Meeting, as the Class III directors are not being elected by Company stockholders at this meeting. These additional materials are being provided solely for informational purposes.
Appointment of New Director
On May 12, 2019, the Board of Directors (the “Board”) elected Badrul A. Chowdhury, M.D. Ph.D., as a Class III director whose term will expire at the Company’s 2021 annual meeting of shareholders, effective immediately. The Board has determined that Dr. Chowdhury is independent within the meaning of the director independence standards of The Nasdaq Stock Market LLC and the Securities and Exchange Commission.
Business Experience of Dr. Chowdhury
Badrul A. Chowdhury, age 61, has served on our Board since May 2019. Dr. Chowdhury has served as Senior Vice President, Chief Physician-Scientist, Respiratory Inflammation and Autoimmunity, Late Stage, Research and Development Biopharmaceuticals, AstraZeneca, (NYSE: AZN) since April 2019. Prior to that he was Senior Vice President, Research and Development AstraZeneca Medimmune; Head of Respiratory Inflammation and Autoimmunity (RIA) Innovative Medicine Early Development at Medimmune, from April 2018 to April 2019. From August 1997 to April 2018, he was at the United States Food and Drug Administration (FDA) where he held roles of increasing responsibility, including Director of the Division of Pulmonary, Allergy, and Rheumatology Products at the FDA’s Center for Drug Evaluation and Research (CDER). Dr. Chowdhury has a M.B., B.S. in Medicine from University of Dhaka, Dhaka Medical College, Bangladesh, and a Ph.D. in Immunology from Memorial University of Newfoundland, Canada. He completed his residency training in Internal Medicine at the Wayne State University School of Medicine, Detroit, Michigan, and fellowship in Allergy and Immunology at the National Institutes of Health’s, National Institute of Allergy and Infectious Diseases, Bethesda, Maryland, and is double board certified in Internal Medicine and Allergy and Immunology. Our Board believes that Dr. Chowdhury’s extensive clinical trial and regulatory strategy expertise at the FDA and with the pharmaceutical industry make him qualified to serve on the Board.
Stock Ownership of Dr. Chowdhury
In connection with his appointment and for his service on the Board, Dr. Chowdhury will receive compensation as anon-employee director in accordance with the Company’snon-employee director compensation practices described under the “Director Compensation” section of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2019.