| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0059 |
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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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![](https://capedge.com/proxy/DEF 14A/0001206774-06-000832/ward_sig.jpg)
J. Barrie Ward, Ph.D.
Chairman of the Board
![](https://capedge.com/proxy/DEF 14A/0001206774-06-000832/avant_logo.jpg)
119 Fourth Avenue
Needham, MA 02494
1. | To elect eight directors to serve until the 2007 annual meeting of stockholders and until their successors are duly elected and qualified. |
2. | To transact any other business which may properly come before the meeting. |
![](https://capedge.com/proxy/DEF 14A/0001206774-06-000832/catlin_sig.jpg)
Secretary
April 19, 2006
Page | ||||||
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 1 | |||||
What is the purpose of the annual meeting? | 1 | |||||
Who is entitled to vote? | 1 | |||||
Can I attend the meeting? | 1 | |||||
What constitutes a quorum? | 1 | |||||
How do I vote? | 2 | |||||
Will other matters be voted on at the annual meeting? | 2 | |||||
Can I revoke my proxy instructions? | 2 | |||||
What other information should I review before voting? | 3 | |||||
PROPOSAL 1: ELECTION OF DIRECTORS | 3 | |||||
Introduction | 3 | |||||
Vote Required | 3 | |||||
Recommendation | 3 | |||||
Information Regarding the Nominees and Executive Officers | 3 | |||||
The Board of Directors and Its Committees | 6 | |||||
Stockholder Communications | 8 | |||||
Section 16(a) Beneficial Ownership Reporting Compliance | 8 | |||||
Code of Business Conduct and Ethics | 8 | |||||
PRINCIPAL AND MANAGEMENT STOCKHOLDERS | 8 | |||||
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS | 10 | |||||
Director Compensation | 10 | |||||
Executive Compensation | 10 | |||||
Summary Compensation Table | 11 | |||||
Options Granted in Last Fiscal Year | 12 | |||||
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values | 12 | |||||
Employment Contracts, Termination of Employment and Change-of-Control Arrangements | 12 | |||||
REPORT OF THE COMPENSATION COMMITTEE | 14 | |||||
Compensation Committee Interlocks and Insider Participation | 15 | |||||
REPORT OF THE AUDIT COMMITTEE | 15 | |||||
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 16 | |||||
Audit Fees | 16 | |||||
Audit-Related Fees | 16 | |||||
Tax Fees | 16 | |||||
All Other Fees | 16 | |||||
STOCK PERFORMANCE GRAPH | 17 | |||||
OTHER MATTERS | 18 | |||||
Expenses of Solicitation | 18 | |||||
Stockholder Proposals for 2007 Annual Meeting | 18 |
![](https://capedge.com/proxy/DEF 14A/0001206774-06-000832/avant_logo.jpg)
April 19, 2006
119 Fourth Avenue
Needham, Massachusetts 02494
broker or nominee does not have discretionary voting power to vote such shares) will be counted for purposes of determining whether a quorum is present for the transaction of business at the annual meeting.
• | filing a written revocation with the Secretary of AVANT at the address set forth below; |
• | filing a duly executed proxy bearing a later date; or |
• | appearing in person and voting by ballot at the annual meeting. |
Nominee | Age | Year First Became Director | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
J. Barrie Ward, Ph.D. | 67 | 1998 | ||||||||
Una S. Ryan, Ph.D. | 64 | 1996 | ||||||||
Harry H. Penner, Jr. | 60 | 1997 | ||||||||
Peter A. Sears | 67 | 1999 | ||||||||
Karen Shoos Lipton | 52 | 2001 | ||||||||
Larry Ellberger | 58 | 2003 | ||||||||
Alf A. Lindberg, M.D., Ph.D. | 66 | 2005 | ||||||||
Francis R. Cano, Ph.D. | 61 | 2005 |
Financial Officer from 1996 and Senior Vice President, Strategic Planning and Development from 1995. From 1975 to 1995, Mr. Ellberger held numerous senior executive positions at American Cyanamid Company, serving the last four years as Vice President, Corporate Development for the company.
Name of Individual | Age | Position and Office | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
M. Timothy Cooke, Ph.D. | 47 | Chief Operating Officer | ||||||||
Avery W. Catlin | 56 | Senior Vice President, Chief Financial Officer and Secretary | ||||||||
Ronald W. Ellis, Ph.D. | 53 | Senior Vice President, Research and Development | ||||||||
Henry C. Marsh, Jr., Ph.D. | 54 | Vice President, Research | ||||||||
Taha Keilani, M.D. | 49 | Vice President, Medical and Regulatory Affairs |
Repligen Corporation, a public biopharmaceutical company, serving the last two years as Chief Financial Officer. Earlier in his career, Mr. Catlin held the position of Chief Financial Officer at MediSense, Inc., a Massachusetts-based medical device company.
during 2005. Our Board has adopted a Compensation Committee Charter, which is available for viewing atwww.avantimmune.com.
• | the name and address of record of the securityholder; |
• | a representation that the securityholder is a record holder of the Company’s securities, or if the securityholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934; |
• | the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate; |
• | a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership approved by the Board from time to time and set forth in the Committee’s written charter; |
• | A description of any arrangements or understandings between the securityholder and the proposed director candidate; and |
• | The consent of the proposed director candidate to be named in the proxy statement relating to the Company’s annual meeting of stockholders and to serve as a director if elected at such annual meeting. |
substantially the same criteria, as for candidates submitted by Board members or other persons, as described above and as set forth in their written charter.
• | each director and nominee for director; |
• | the Chief Executive Officer and the other most highly compensated executive officers whose total salary and bonus exceeded $100,000 during 2005; |
• | all directors and officers as a group; and |
• | each person known by AVANT to hold more than 5% of our outstanding common stock. |
Name and Business Address of Beneficial Owners* | Amount and Nature of Beneficial Ownership(1) | Percentage of Common Stock(2) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Directors and Executive Officers | ||||||||||
J. Barrie Ward, Ph.D. | 496,415 (3 | ) | ** | |||||||
Una S. Ryan, Ph.D. | 1,484,913 (4 | ) | 1.97 | % | ||||||
Harry H. Penner, Jr. | 105,000 (5 | ) | ** | |||||||
Peter A. Sears | 152,739 (6 | ) | ** | |||||||
Karen Shoos Lipton | 60,000 (7 | ) | ** | |||||||
Larry Ellberger | 40,000 (8 | ) | ** | |||||||
Alf A. Lindberg, M.D., Ph.D. | — | — | ||||||||
Francis R. Cano, Ph.D. | — | — | ||||||||
M. Timothy Cooke, Ph.D. | 62,000 (9 | ) | ** | |||||||
Avery W. Catlin | 267,000 (10 | ) | ** | |||||||
Henry C. Marsh, Jr., Ph. D. | 132,335 (11 | ) | ** | |||||||
Taha Keilani, M.D. | 63,000 (12 | ) | ** | |||||||
5% Holders | q> | |||||||||
BVF Investments, LLC | 4,515,156 (13 | ) | 6.1 | % | ||||||
All Directors and Executive Officers as a group | ||||||||||
(Consisting of 12 persons) | 2,663,402 (14 | ) | 3.75 | % |
* | Unless otherwise indicated, the address is c/o AVANT Immunotherapeutics, Inc., 119 Fourth Avenue, Needham, Massachusetts 02494-2725. |
** | Less than 1%. |
(1) | Unless otherwise indicated, the persons shown have sole voting and investment power over the shares listed. |
(2) | Common stock includes all outstanding common stock plus, as required for the purpose of determining beneficial ownership (in accordance with Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, as amended), all common stock subject to any right of acquisition, through exercise or conversion of any security, within 60 days of the record date. |
(3) | Includes 128,500 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. The business address of Dr. Ward is 16 St. Peters Way, Chorleywood, Herts, WD3 5QE, England. |
(4) | Includes 1,085,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. Includes 300,000 Restricted Stock Units, which are vested or will vest within 60 days of the record date. Includes 32,000 shares owned by Dr. Ryan’s husband, of which Dr. Ryan disclaims beneficial ownership. |
(5) | Includes 100,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. The business address of Mr. Penner is Marinus Pharmaceuticals, Inc., 21 Business Park Drive, Branford, Connecticut 06405. |
(6) | Includes 80,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. The business address of Mr. Sears is Quaker BioVentures, 1811 Chestnut Street, Philadelphia, Pennsylvania 19103. |
(7) | Includes 60,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. The business address of Ms. Lipton is American Association of Blood Banks, 8101 Glenbrook Road, Bethesda, MD 20814. |
(8) | Includes 40,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. The business address of Mr. Ellberger is PDI, Inc., Saddle River Executive Centre, One Route 17 South, Saddle River, NJ 07458. |
(9) | Includes 62,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. |
(10) | Includes 251,500 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. |
(11) | Includes 126,500 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. |
(12) | Includes 62,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. |
(13) | On February 10, 2006, Biotechnology Value Fund, L.P. (“BVF”) filed a Schedule 13G with the SEC reporting its beneficial ownership of common stock of AVANT. This Schedule 13G was filed jointly with Biotechnology Value Fund II, L.P. (“BVF2”), BVF Investments, L.L.C. (“Investments”), Investments 10, L.L.C. (“ILL10”), BVF Partners, L.P. (“Partners”) and BVF Inc. (“BVF Inc.”). Each of the these entities reported beneficial ownership as of December 31, 2005 of 4,515,156 shares of common stock consisting of: (i) 503,037 shares of common stock beneficially owned by BVF; (ii) 349,109 shares of common stock beneficially owned by BVF2, (ii) 1,293,122 shares of common stock beneficially owned by Investments, and (iv) 112,310 shares of common stock beneficially owned by ILL10. Beneficial ownership by Partners and BVF Inc. includes 2,257,578 shares of common stock. The principal business address of the persons comprising the group filing the Schedule 13G is 900 North Michigan Avenue, Suite 1100, Chicago, Il, 60611. |
(14) | Includes 1,995,500 shares of common stock issuable upon exercise of options and 300,000 Restricted Stock Units, which are vested or will vest within 60 days of the record date. |
Long-Term Compensation Awards | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual Compensation | ||||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Restricted Stock Awards ($) | Securities Underlying Options (#) | All Other Compensation (2) ($) | ||||||||||||||||||||
Una S. Ryan, Ph.D. | 2005 | 395,500 | 87,010 | 270,000 | (1) | — | 2,700 | |||||||||||||||||||
President and Chief | 2004 | 380,000 | 45,600 | 832,000 | (1) | — | 3,940 | |||||||||||||||||||
Executive Officer | 2003 | 362,000 | 86,880 | 1,104,000 | (1) | 100,000 | 3,700 | |||||||||||||||||||
M. Timothy Cooke, Ph.D. (3) | 2005 | 248,623 | 37,500 | — | 12,000 | 420 | ||||||||||||||||||||
Chief Operating Officer | 2004 | 96,923 | 6,048 | — | 200,000 | 180 | ||||||||||||||||||||
2003 | — | — | — | — | — | |||||||||||||||||||||
Avery W. Catlin | 2005 | 232,847 | 24,216 | — | 12,000 | 2,659 | ||||||||||||||||||||
Senior Vice President and | 2004 | 223,891 | 13,433 | — | 12,000 | 3,045 | ||||||||||||||||||||
Chief Financial Officer | 2003 | 215,280 | 25,834 | — | 10,000 | 2,779 | ||||||||||||||||||||
Henry C. Marsh, Jr., Ph.D. | 2005 | 187,206 | 19,469 | — | 10,000 | 2,279 | ||||||||||||||||||||
Vice President, Research | 2004 | 180,876 | 12,000 | — | 12,000 | 2,461 | ||||||||||||||||||||
2003 | 173,919 | 20,870 | — | 10,000 | 2,346 | |||||||||||||||||||||
Taha Keilani, M.D. (4) | 2005 | 234,600 | 26,275 | — | 12,000 | 2,520 | ||||||||||||||||||||
Vice President, Medical and | 2004 | 128,269 | 6,900 | — | 50,000 | 934 | ||||||||||||||||||||
Regulatory Affairs | 2003 | — | — | — | — | — |
(1) | On September 21, 2005, AVANT awarded Dr. Ryan 200,000 Restricted Stock Units. The Restricted Stock Units vest over four years but will vest in their entirety upon the earlier of the sale of the Company or Dr. Ryan’s retirement at or after age 65. AVANT valued the Restricted Stock Units at $270,000, based on $1.35 per share, the closing price of AVANT’s common stock on the award date. On November 5, 2004, the Company awarded Dr. Ryan 400,000 Restricted Stock Units, which were valued at $832,000 based on $2.08 per share, the closing price of AVANT’s common stock on the award date, and vest over four years. On September 18, 2003, the Company awarded Dr. Ryan 400,000 Restricted Stock Units, which were valued at $1,104,000 based on $2.76 per share, the closing price of AVANT’s common stock on the award date, and vest over four years. The value of all Restricted Stock Units as of December 31, 2005 was $1,880,000 based on $1.88 per share, the closing price of AVANT’s common stock on that date. In the event that AVANT pays a stock or cash dividend on its common stock, dividend equivalents will be paid on the Restricted Stock Units. |
(2) | Includes AVANT’s matching cash contribution to the 401(k) Savings Plan of each named executive officer and premiums paid for life insurance under the Company’s nondiscriminatory group plan for each named executive officer. |
(3) | Dr. Cooke joined AVANT on August 2, 2004. |
(4) | Dr. Keilani joined AVANT on June 7, 2004. |
Potential Realizable Value at Assumed Annual Rates of Price Appreciation for Option Term | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Individual Grants | |||||||||||||||||||||||||||
Name | Number of Securities Underlying Options Granted (#) | Percent of Total Options Granted to Employees in Fiscal Year (1) | Exercise Per Share Price ($/Sh) (2) | Expiration Date | 5% ($) | 10% ($) | |||||||||||||||||||||
Una S. Ryan, Ph.D. | — | — | — | — | — | — | |||||||||||||||||||||
M. Timothy Cooke, Ph.D. | 12,000 | 5 | % | 2.0750 | 01/03/15 | 15,659 | 39,684 | ||||||||||||||||||||
Avery W. Catlin | 12,000 | 5 | % | 2.0750 | 01/03/15 | 15,659 | 39,684 | ||||||||||||||||||||
Henry C. Marsh, Jr., Ph.D. | 10,000 | 4 | % | 2.0750 | 01/03/15 | 13,050 | 33,070 | ||||||||||||||||||||
Taha Keilani, M.D. | 12,000 | 5 | % | 2.0750 | 01/03/15 | 15,659 | 39,684 |
(1) | During the 2005 fiscal year, a total of 46,000 stock options were granted to the executive officers named in the Summary Compensation Table above. These options vest over four years and have a ten-year term. During 2005, a total of 222,300 stock options were granted to employees of AVANT. |
(2) | Equal to the average of the high and low market prices of the common stock on the grant date. |
Number of Securities Underlying Unexercised Options at Fiscal Year End (#) | Value of Unexercised In-the-Money Options at Fiscal Year End (1) ($) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Acquired on Exercise (#) | Value Realized ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||||
Una S. Ryan, Ph.D. | — | — | 1,060,000 | 50,000 | 208,950 | 37,000 | |||||||||||||||||||||
M. Timothy Cooke, Ph.D. | — | — | 62,000 | 150,000 | — | 3,700 | |||||||||||||||||||||
Avery W. Catlin | 5,000 | 3,150 | 249,000 | 5,000 | — | — | |||||||||||||||||||||
Henry C. Marsh, Jr., Ph.D. | — | — | 129,000 | 5,000 | 7,691 | 3,700 | |||||||||||||||||||||
Taha Keilani, M.D. | — | — | 62,000 | — | — | — |
(1) | Based on the $1.88 per share closing price of AVANT’s common stock on December 31, 2005. |
amended) applicable to Dr. Ryan, less one dollar ($1.00). Such severance may be further reduced to the extent necessary to preserve the Company’s tax deduction.
Karen Shoos Lipton
Larry Ellberger
1. | The Audit Committee has reviewed and discussed with management the audited financial statements for AVANT for the fiscal year ended December 31, 2005. |
2. | The Audit Committee has discussed with representatives of PricewaterhouseCoopers LLP the matters which are required to be discussed with them under the provisions of SAS 61. That Statement of Accounting Standards requires the auditors to ensure that the Audit Committee received information regarding the scope and results of the audit. PricewaterhouseCoopers LLP has also communicated with the Audit Committee on matters required by Rule 2-07 of Regulation S-X. |
3. | The Audit Committee has discussed with PricewaterhouseCoopers LLP, the independent public accounting firm, the auditors’ independence from management and AVANT including the matters in the written disclosures and the letter from the independent auditors required by the Independence Standards Board, Standard No. 1. |
Harry H. Penner, Jr.
Larry Ellberger
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12/29/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | 12/30/05 | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
AVANT Immunotherapeutics, Inc. | $ | 100 | $ | 58 | $ | 17 | $ | 40 | $ | 29 | $ | 27 | ||||||||||||||
Nasdaq Stock Market (U.S.) Index | $ | 100 | $ | 79 | $ | 55 | $ | 82 | $ | 89 | $ | 91 | ||||||||||||||
Nasdaq Pharmaceutical Stock Index | $ | 100 | $ | 85 | $ | 55 | $ | 81 | $ | 86 | $ | 95 |
![]() AVANT IMMUNOTHERAPEUTICS, INC. 119 FOURTH AVENUE NEEDHAM, MASSACHUSETTS 02494 | VOTE BY INTERNET - www.proxyvote.com |
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DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
AVANT IMMUNOTHERAPEUTICS, INC. | |||||||||||
1. | Election of Directors. | ||||||||||
Nominees: | |||||||||||
(01) J. Barrie Ward (02) Una S. Ryan (03) Harry H. Penner, Jr. (04) Peter A. Sears (05) Karen Shoos Lipton (06) Larry Ellberger (07) Alf A. Lindberg (08) Francis R. Cano | For All o | Withhold All o | For All Except o | To withhold authority to vote, mark "For All Except" and write the nominee's number on the line below. | | ||||||
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. | |||||||||||
Please be sure to sign and date this Proxy. | |||||||||||
Yes | No | ||||
HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household. | o | o | |||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
AVANT IMMUNOTHERAPEUTICS, INC.
Proxy Solicited by the Board of Directors for the
Annual Meeting of Stockholders
on May 18, 2006
The undersigned hereby appoints J. Barrie Ward and Una S. Ryan, and each of them, as the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse, all shares of Common Stock held of record by the undersigned on April 5, 2006, at the Annual Meeting of Stockholders (the “Meeting”) to be held at 2:00 p.m. on May 18, 2006 at the Company’s Fall River manufacturing facility located at 151 Martine Street, Fall River, Massachusetts 02723, or at any adjournment or postponement thereof.
When properly executed, this proxy will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is given in connection with Proposal 1, this proxy will be voted FOR the election of the nominees for director and, in their discretion, the proxies are each authorized to vote upon such other business as may properly come before the Meeting and any adjournments or postponements thereof. Any stockholders wishing to vote in accordance with the Board of Directors’ recommendations need only sign and date this proxy and return it in the postage-paid envelope provided.
The undersigned hereby acknowledges(s) receipt of a copy of the accompanying Notice of Annual Meeting of Stockholders, the Proxy Statement with respect thereto and the Company’s 2005 Annual Report to Stockholders, and hereby revoke(s) any proxy or proxies heretofore given. This proxy may be revoked at any time before it is executed.
PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.