PROXY
STATEMENT
SUPPLEMENT
2017
ANNUAL
MEETING
OF
STOCKHOLDERS
To
Be
Held
Thursday,
May
4,
2017
This Proxy Statement Supplement (the “Supplement”) supplements and amends the original definitive proxy statement of Pain Therapeutics, Inc. (the “Company”, “we”, or “our”), dated March 20, 2017 (the “Proxy Statement”) for the Company’s 2017 Annual Meeting of Stockholders (the “Annual Meeting”) to, (i) add a new Proposal Six to the Proxy Statement that provides for a non-binding, advisory vote of the Company’s stockholders on the frequency of non-binding, advisory votes on executive compensation (“Proposal Six”) and (ii) update the Notice of the Annual Meeting to add the new Proposal Six (the “Amended Notice”). This Supplement, along with the accompanying Amended Notice, contains additional information about the Annual Meeting, including any adjournments or postponements thereof. The Annual Meeting is being held at the Company’s offices located at 7801 N Capital of Texas Highway, Suite 260, Austin, Texas, 78731, on Thursday, May 4, 2017 at 10:00 a.m. local time.
This Supplement relates to the new Proposal Six to be considered by stockholders at the Annual Meeting and does not provide all of the information that is important to your decisions with respect to voting on all of the proposals that are being presented to stockholders for their vote at the Annual Meeting. Additional information is contained in the Proxy Statement, which was previously mailed to you. To the extent that the information in this Supplement differs from, updates or conflicts with the information contained in the Proxy Statement, the information in this Supplement 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 Except as so amended or superseded, all information set forth in the Proxy Statement remains unchanged and it is important for you to review such information. Accordingly, we urge you to read this Supplement carefully and in its entirety together with the Proxy Statement.
This Supplement relates to the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual
Meeting. On or about March
28
, 2017, we sent this Supplement, the Amended Notice of Annual Meeting attached hereto as
Appendix A
and the enclosed new proxy card
attached hereto as
Appendix B
to all stockholders entitled to vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 4, 2017:
This Supplement, the Proxy Statement, the revised proxy card and the Company’s Annual Report on Form 10-K are available at:
http://investor.paintrials.com/annual-proxy.cfm
.
PROPOSALS
TO BE
VOTED
UPON
BY
STOCKHOLDERS
Information contained in this Supplement relates to Proposal Six that will be presented to stockholders at the Annual Meeting. Information regarding Proposals One, Two, Three, Four and Five that will be presented to stockholders at the Annual Meeting can be found in the Proxy Statement as originally filed with the SEC on March 20, 2017, and which was previously mailed to you.
Please
note
that
if
you
have
already
voted
your
shares
by
one
of
the
methods
described
in
the
Proxy
Statement,
we
strongly
encourage
you
to
read this
Supplement
and
to
also vote
on
Proposal Six.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to the Company at its principal offices (Attention: Investor Relations) a written notice of revocation or a duly executed proxy bearing a later date or attending the meeting and voting in person.
If you have previously submitted voting instructions with respect to Proposals 1, 2, 3, 4 and/or 5, (i) submitting the enclosed proxy card with voting instructions that differ will serve to revoke those prior voting instructions in favor of the more recent instructions, (ii) submitting the enclosed proxy card with no voting instructions with respect to Proposals 1, 2, 3, 4 and 5 will result in the shares being voted on those matters as provided in the paragraph directly below and (iii) submitting the enclosed proxy card with voting instructions consistent with prior instructions received will have no impact on those prior instructions.
Voting
There are differing vote requirements for the approval of the various proposals, as follows:
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Proposal One: The directors will be elected by a plurality vote of the shares of Common Stock.
See Proposal One – Election of Two Class II Directors – Vote Required.
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Proposal Two and Three:
The affirmative vote of a majority of outstanding Common Stock is required to approve (i) the amendment to the Company’s Restated Certificate of Incorporation, as amended, by way of an Amended and Restated Certificate of Incorporation, and (ii) the 2017 Omnibus Incentive Plan. Abstentions and broker non-votes will be treated as votes against these proposals.
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Proposals Four, Five and Six: The
ratification of the selection of Ernst & Young LLP
as the independent registered public accounting firm to the Company, the non-binding, advisory vote on executive compensation and the non-binding, advisory vote on the frequency of non-binding, advisory votes on executive compensation will be approved if the votes cast for the proposal exceed those cast against the proposal. Abstentions will not be counted either for or against these proposals.
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Quorum; Abstentions; Broker Non-Votes
Votes cast by proxy or in person at the Annual Meeting (“Votes Cast”) will be tabulated by the Inspector of Elections (the “Inspector”). The Inspector will also determine whether or not a quorum is present. Except in certain specific circumstances, the affirmative vote of a majority of shares present in person or represented by proxy at a duly held meeting at which a quorum is present is required under Delaware law for approval of proposals presented to stockholders. In general, Delaware law provides that a quorum consists of a majority of shares entitled to vote and present or represented by proxy at the meeting.
The Inspector will treat shares that are voted WITHHELD or ABSTAIN as being present and entitled to vote for purposes of determining the presence of a quorum but will not be treated as votes in favor of approving any matter submitted to the stockholders for a vote. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted:
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for the election of the nominees for director set forth herein;
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for the approval
of the amendment to the Company’s Restated Certificate of Incorporation to effect, at the discretion of the Company’s Board of Directors, a ten-to-one reverse stock split of the outstanding shares of Common Stock;
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for the ratification of the selection of Ernst & Young LLP
as the independent registered public accounting firm to the Company for the fiscal year ending December 31, 2017
;
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to approve, by a non-binding advisory vote, the 2016 executive compensation for the Company’s executive officers
;
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for a frequency of every two years for future non-binding, advisory votes on executive compensation; and
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upon such other business as may properly come before the Annual Meeting or any adjournment thereof, but will not be voted in the election of directors other than as provided above.
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If a broker indicates on the enclosed proxy or its substitute that such broker does not have discretionary authority as to certain shares to vote on a particular matter (“broker non-votes”), those shares will be considered as present with respect to establishing a quorum for the transaction of business. The Company believes that the tabulation procedures to be followed by the Inspector are consistent with the general statutory requirements in Delaware concerning voting of shares and determination of a quorum.
Broker non-votes with respect to proposals set forth in this Proxy Statement will not be considered “Votes Cast” and, accordingly, will not affect the determination as to whether the requisite majority of Votes Cast has been obtained with respect to a particular matter.
PROPOSAL SIX
NON-BINDING, ADVISORY VOTE ON FREQUENCY OF
NON-BINDING, ADVISORY VOTES
ON EXECUTIVE COMPENSATION
Stockholders are invited to cast a non-binding, advisory vote on the frequency of non-binding, advisory votes on executive compensation, such as Proposal Five, will occur. Stockholders can vote on whether such non-binding, advisory votes should occur every year, every two years or every three years or may abstain from voting. This vote is being provided pursuant to S
ection 14A of the Exchange Act.
The Board expects to take the results of the vote into account when deciding when to call for the next advisory vote on executive compensation. A scheduling vote similar to this will occur at least once every six years.
While we are soliciting a non-binding vote on the frequency of this vote, w
e currently expect to seek stock
hol
der feedback every other year.
Please mark on the Proxy Card your preference as to the frequency of holding non-binding, advisory votes on executive compensation, as every year, every two years, or every three years or you may mark “abstain” on this proposal.
Appendix
A
Pain Therapeutics, Inc.
UPDATED NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 4, 2017
To the Stockholders:
THIS UPDATED NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Pain Therapeutics, Inc. (“we” or the “Company”), a Delaware corporation, will continue to be held on Thursday, May 4, 2017 at 10:00 a.m., local time, at the Company’s offices located at 7801 N Capital of Texas Highway, Suite 260, Austin, Texas, 78731 for the following purposes, which now includes a new Proposal Six, as more fully described in the proxy statement (the “Proxy Statement”) and the supplement to the Proxy Statement:
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1.
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To elect Robert Z. Gussin, Ph.D. and Saira Ramasastry as Class II Directors to serve for three-year terms and until their successors are duly elected and qualified (Proposal One);
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2.
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To approve of the amendment to the Company’s Restated Certificate of Incorporation to effect, at the discretion of the Company’s Board of Directors, up to a ten-to-one reverse stock split of the outstanding shares of our common stock (Proposal Two);
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3.
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To approve the 2017 Omnibus Incentive Plan, including for purposes of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended, and the reservation of a total of 7,000,000 shares of our common stock for issuance thereunder
(Proposal Three);
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4.
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To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2017 (Proposal Four);
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5.
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To approve, by a non-binding advisory vote, the 2016 executive compensation for the Company’s executive officers (Proposal Five)
;
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6.
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To hold a non-binding, advisory vote on the frequency of non-binding, advisory votes on executive compensation (Proposal Six); and
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7.
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To transact such other business as may properly be brought before the meeting and any adjournment(s) thereof.
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The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders of record at the close of business on March 10, 2017 are entitled to notice of and to vote at the meeting.
In addition, we mailed a supplement to our proxy statement, dated March
28
, 2017 (the “Proxy Statement Supplement”), which included a paper copy of this updated notice of the Annual Meeting and a revised proxy card in order to provide for stockholders to vote at the Annual Meeting on Proposal Six that relates to a non-binding, advisory vote on the frequency of non-binding, advisory votes on executive compensation.
The Proxy Statement Supplement contains additional information related to the new Proposal Six to be considered by stockholders at the Annual Meeting.
However, the Proxy Statement Supplement does not include all of the information provided in connection with the Annual Meeting.
Accordingly, we urge you to read the Proxy Statement Supplement carefully and in its entirety together with the Proxy Statement.
Sincerely,
/s/ Remi Barbier
Remi Barbier
President, Chief Executive Officer, Chairman of the Board of Directors and Corporate Secretary
Austin, Texas
March
2
8
, 2017
YOUR VOTE IS IMPORTANT
THE PROXY STATEMENT AND THE PROXY STATEMENT SUPPLEMENT ARE FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE COMPANY, ON BEHALF OF THE BOARD OF DIRECTORS, FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS. THE PROXY STATEMENT AND THE RELATED PROXY CARD WERE DISTRIBUTED ON OR ABOUT MARCH 23, 2017 AND THE PROXY STATEMENT SUPPLEMENT AND THE REVISED PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT MARCH
29
, 2017.
YOU CAN VOTE YOUR SHARES USING ONE OF THE FOLLOWING METHODS:
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COMPLETE AND RETURN A WRITTEN PROXY CARD
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BY INTERNET OR TELEPHONE
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ATTEND THE COMPANY’S 2017 ANNUAL MEETING OF STOCKHOLDERS AND VOTE
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ALL STOCKHOLDERS ARE CORDIALLY
INVITED TO ATTEND THE MEETING.
HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE OR VOTE YOUR SHA
RES BY INTERNET OR TELEPHONE.
ANY STOCKHOLDER ATTENDING THE MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY CARD OR VOTED BY INTERNET OR TELEPHONE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 4, 2017:
The Proxy Statement, the Proxy Statement Supplement, the revised proxy card and the Company’s Annual Report on Form 10-K are available at:
http://investor.paintrials.com/annual-proxy.cfm
.
Appendix
B
IMPORTANT ANNUAL MEETING INFORMATION
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by
1:00 AM, PDT, on May 4, 2017.
Vote by Internet
• Go to
www.investorvote.com/PTIE
• Or scan the QR code with
your smartphone
• Follow the steps outlined on the
secure website
Vote by telephone
• Call toll free 1-800-652-VOTE (8683) within the USA, US