UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
| Filed by the Registrant | ☒ |
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
Gamida Cell Ltd.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 14A (“Amendment No. 1”) is being filed to correct Gamida Cell Ltd.’s definitive proxy statement (“Proxy Statement”) for its 2022 annual general meeting of shareholders (“Annual Meeting”), which was filed with the Securities and Exchange Commission on June 22, 2022, in order to correct a clerical error on the front of the proxy card appended to the Proxy Statement. The error consists of our having described Proposal 3 as a vote to approve an amendment to the Company’s 2017 Share Incentive Plan; this amendment corrects the description of Proposal 3 on the front of the proxy card as a vote to approve amendments to the Company’s amended and restated articles of association as set forth in the Notice of Annual General Meeting of Shareholders and described in the Proxy Statement.
To the extent that the information in this Amendment No. 1 differs from, updates or conflicts with the information contained in the Proxy Statement, the information in this Amendment No. 1 shall amend and supersede the information in the Proxy Statement. Except as so amended or superseded, all information set forth in the Proxy Statement remains unchanged and important for your consideration before voting. Accordingly, we encourage you to read this Amendment No. 1 carefully and in its entirety together with the Proxy Statement.
If you already voted, a vote cast “for,” “against” or “abstain” on Proposal 3 will be counted as a vote “for,” “against” or “abstain” on Proposal 3 as described in the Proxy Statement and as corrected in the proxy card pursuant to this Amendment No. 1, respectively. If you have not yet voted and wish to vote by mail using the proxy card, any votes cast “for,” “against” or “abstain” on Proposal 3 will be counted as votes cast “for,” “against” or “abstain” on Proposal 3 card as described in the Proxy Statement and as corrected in the proxy card pursuant to this Amendment No. 1, respectively. All previously cast votes for the other proposals will also continue to be valid for the Annual Meeting, unless revoked or changed as described in the Proxy Statement or this explanatory note.
If you already voted and wish to revoke or change your vote, you may do so by mail, telephone or internet as described below:
Mail — send written notice of the revocation of the proxy by mail to the Company at its offices at 116 Huntington Avenue, Boston, Massachusetts 02116, Attention: Josh Patterson, General Counsel & Chief Compliance Officer, or by e-mail to legalnotices@gamida-cell.com, or to its transfer agent, Broadridge Corporate Issuer Solutions, Inc., by mail to 1717 Arch St., Suite 1300, Philadelphia, Pennsylvania 19103, before midnight on the night prior to the time of the Meeting.
Telephone — call toll free 1-800-690-6903. Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the instructions the voice provides you.
Internet — go to http://www.proxyvote.com. Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the instructions to obtain your records and create an electronic ballot.
Only your latest submitted vote will count, so if you vote using the revised proxy card, that vote will revoke any previous vote you submitted on the initial proxy card.
CHANGE TO PROXY CARD
