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PRE 14A Filing
Outlook Therapeutics (OTLK) PRE 14APreliminary proxy
Filed: 3 Feb 20, 5:19pm
| | Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Thursday, March 19, 2020 at 9:00 a.m. Eastern time at the offices of Cooley LLP located at 55 Hudson Yards, New York, NY 10001-2163. The proxy statement and annual report to stockholders are available at http://www.astproxyportal.com/ast/22704. | | |
| | You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. | | |
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| | | | A-1 | | |
| | Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. | | |
Proposal Number | | | Proposal Description | | | Vote Required for Approval | | | Effect of Abstentions | | | Effect of Broker Non-Votes | |
1 | | | Election of Class I Directors | | | Nominees receiving the most “For” votes | | | Withheld votes will have no effect | | | None | |
2 | | | Series A-1 Preferred Amendment Proposal | | | “For” votes from holders of a majority of the outstanding voting shares (common stock and Series A-1 Preferred voting together as a single class) | | | Against | | | Against | |
3 | | | Series A-1 Preferred Conversion Share Issuance Proposal | | | “For” votes from the holders of a majority of the voting power of the common shares present in person or represented by proxy and entitled to vote on the subject matter | | | Against | | | None | |
4 | | | MTTR Principal Share Issuance Proposal | | | “For” votes from the holders of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the subject matter | | | Against | | | None | |
5 | | | Senior Secured Notes Conversion Share Issuance Proposal | | | “For” votes from the holders of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the subject matter | | | Against | | | None | |
6 | | | Ratification of KPMG LLP as Independent Registered Public Accounting Firm for fiscal year 2020 | | | “For” votes from the holders of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the subject matter | | | Against | | | None | |
NAME | | | AGE(1) | | | Principal Occupation/Position Held With the Company | |
Yezan Haddadin | | | 44 | | | Director, Class I | |
Kurt J. Hilzinger | | | 59 | | | Director, Class I | |
Faisal G. Sukhtian | | | 35 | | | Director, Class I | |
NAME | | | AGE(1) | | | Principal Occupation/Position Held With the Company, Class | |
Lawrence A. Kenyon | | | 54 | | | Director, Class II, Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary | |
Ralph H. “Randy” Thurman | | | 70 | | | Executive Chairman, Class III | |
Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | |||||||||
Lawrence A. Kenyon | | | | | | | | | | | | | | | | | | | |
Kurt J. Hilzinger | | | | | X* | | | | | | X | | | | | | | | |
Faisal G. Sukhtian | | | | | X | | | | | | | | | | | | X* | | |
Joe Thomas(1) | | | | | X | | | | | | | | | | | | | | |
Joerg Windisch, Ph.D.(2) | | | | | | | | | | | X | | | | | | | | |
Ralph “Randy” H. Thurman | | | | | | | | | | | X* | | | | | | X | | |
Yezan Haddadin(3) | | | | | X | | | | | | X | | | | | | X | | |
Total meetings in fiscal year 2019 | | | | | 4 | | | | | | 2 | | | | | | 1 | | |
| | | Fiscal Year Ended | | |||||||||
| | | 2019 | | | 2018 | | ||||||
Audit Fees | | | | $ | 300,000 | | | | | $ | 350,000 | | |
Audit-related Fees | | | | | 130,000 | | | | | | 32,500 | | |
Tax Fees | | | | | 80,809 | | | | | | 139,986 | | |
Total Fees | | | | $ | 510,809 | | | | | $ | 522,486 | | |
| | | Common Stock | | | Series A-1 Preferred | | | | | | | | ||||||||||||||||||
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | % | | | Number of Shares Beneficially Owned | | | % | | | % of Total Voting Power | | |||||||||||||||
Five Percent Stockholders (other than directors and officers): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BioLexis Pte. Ltd.(1) | | | | | 22,893,615 | | | | | | 51.6% | | | | | | 68,112 | | | | | | 100.0% | | | | | | 51.6% | | |
Named Executive Officers and Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lawrence A. Kenyon, Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Corporate Secretary(2) | | | | | 49,551 | | | | | | * | | | | | | — | | | | | | — | | | | | | † | | |
Ralph H. “Randy” Thurman, Executive Chairman(3) | | | | | 183,415 | | | | | | * | | | | | | — | | | | | | — | | | | | | † | | |
Yezan Haddadin, Director(4) | | | | | 42,081 | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | |
Kurt J. Hilzinger, Director(5) | | | | | 82,785 | | | | | | * | | | | | | — | | | | | | — | | | | | | † | | |
Faisal G. Sukhtian, Director(6) | | | | | 43,386 | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | |
Kenneth Bahrt, M.D. former Chief Medical Officer(7) | | | | | 5,110 | | | | | | * | | | | | | — | | | | | | — | | | | | | † | | |
Stephen McAndrew, Ph.D. former SVP Business Strategy & Development | | | | | — | | | | | | * | | | | | | — | | | | | | — | | | | | | † | | |
Jeff Evanson, Chief Commercial Officer | | | | | — | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | |
Terry Dagnon, Chief Operating Officer | | | | | — | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | |
All executive officers and directors as a group (7 persons) | | | | | 401,218 | | | | | | * | | | | | | — | | | | | | — | | | | | | † | | |
Name | | | Age | | | Position(s) | |
Lawrence A. Kenyon | | | 54 | | | Director, Chief Executive Officer, President, Chief Financial Officer, Treasurer and Corporate Secretary | |
Terry Dagnon | | | 58 | | | Chief Operating Officer | |
Jeff Evanson | | | 51 | | | Chief Commercial Officer | |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Option Awards ($)(2) | | | Other Compensation ($)(3) | | | Total ($) | | ||||||||||||||||||
Lawrence A. Kenyon(4) Director, Chief Executive Officer, President, Chief Financial Officer, Treasurer and Corporate Secretary | | | | | 2019 | | | | | | 425,000 | | | | | | — | | | | | | 1,419,880 | | | | | | 19,021 | | | | | | 1,863,901 | | |
| | | 2018 | | | | | | 371,635 | | | | | | — | | | | | | 326,192 | | | | | | 18,305 | | | | | | 716,132 | | | ||
Kenneth M. Bahrt, M.D.(5) Former Chief Medical Officer | | | | | 2019 | | | | | | 240,000 | | | | | | — | | | | | | 911,427 | | | | | | 473,823 | | | | | | 1,625,250 | | |
| | | 2018 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 29,082 | | | | | | 429,082 | | | ||
Terry Dagnon(6) Chief Operating Officer | | | | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Jeff Evanson(6) Chief Commercial Officer | | | | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Stephen J. McAndrew, Ph.D.(7) Former Senior Vice President, Business Strategy & Development | | | | | 2019 | | | | | | 34,615 | | | | | | | | | | | | 135,838 | | | | | | 244,095 | | | | | | 414,548 | | |
| | | 2018 | | | | | | 300,000 | | | | | | — | | | | | | 14,060 | | | | | | 12,011 | | | | | | 326,071 | | |
| | | | | | | | | Option awards(1) | | |||||||||||||||||||||||||||
Name | | | Grant date | | | Number of securities underlying unexercised options (#) exercisable | | | Number of securities underlying unexercised options (#) unexercisable | | | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | | | Option exercise price ($) | | | Option expiration date | | ||||||||||||||||||
Lawrence A. Kenyon | | | | | 8/1/2018 | | | | | | 15,625 | | | | | | 46,875(2) | | | | | | — | | | | | | 6.88 | | | | | | 8/1/2028 | | |
| | | | | 2/19/2019 | | | | | | — | | | | | | 100,000(3) | | | | | | — | | | | | | 10.56 | | | | | | 2/19/2029 | | |
| | | | | 9/12/2019 | | | | | | — | | | | | | 450,000(4) | | | | | | — | | | | | | 1.75 | | | | | | 9/12/2029 | | |
Name | | | Fees Earned or Paid in Cash(1) ($) | | | Option Awards(2) ($) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Randy Thurman(3) | | | | | — | | | | | | 348,000 | | | | | | — | | | | | | 348,000 | | |
Kurt Hilzinger | | | | | — | | | | | | 125,000 | | | | | | — | | | | | | 125,000 | | |
Yezan Haddadin(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Faisal G. Sukhtian(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Joe Thomas(4)(5) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Pankaj Mohan, Ph.D.(6) | | | | | — | | | | | | 70,000 | | | | | | — | | | | | | 70,000 | | |
Joerg Windisch, Ph.D.(7) | | | | | — | | | | | | 80,000 | | | | | | — | | | | | | 80,000 | | |
| | | Option awards | | ||||||||||||||||||||||||||||||
Name | | | Grant date | | | Number of securities underlying unexercised options (#) exercisable | | | Grant date fair value ($)(1) | | | Number of securities underlying unexercised options (#) unexercisable | | | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | | | Option exercise price ($) | | | Option expiration date | | ||||||||||||
Randy Thurman | | | 11/09/2018 | | | | | 70,940 | | | | | | 348,000 | | | | | | — | | | | — | | | 7.12 | | | | | 11/09/2028 | | |
Kurt Hilzinger | | | 11/09/2018 | | | | | 25,481 | | | | | | 125,000 | | | | | | — | | | | — | | | 7.12 | | | | | 11/09/2028 | | |
Joerg Windisch, Ph.D.(2) | | | 11/09/2018 | | | | | 16,308 | | | | | | 80,000 | | | | | | — | | | | — | | | 7.12 | | | | | 11/09/2028 | | |
Pankaj Mohan, Ph.D.(3) | | | 11/09/2018 | | | | | 14,269 | | | | | | 70,000 | | | | | | — | | | | — | | | 7.12 | | | | | 11/09/2028 | | |
Board Committee | | | Chairperson Fee | | | Member Fee | | ||||||
Audit Committee | | | | $ | 15,000 | | | | | $ | 7,500 | | |
Compensation Committee | | | | | 10,000 | | | | | | 5,000 | | |
Nominating and Corporate Governance Committee | | | | | 8,000 | | | | | | 4,000 | | |
Board Committee | | | Chairperson Fee | | | Member Fee | | ||||||
Audit Committee | | | | $ | 15,000 | | | | | $ | 7,500 | | |
Compensation Committee | | | | | 10,000 | | | | | | 5,000 | | |
Nominating and Corporate Governance Committee | | | | | 8,000 | | | | | | 4,000 | | |
Executive Committee | | | | | — | | | | | | 30,000 | | |