NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held August 9, 2017
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Shareholders of BioTime, Inc., which was adjourned as to Proposal 6 below at the Annual
Meeting of Shareholders held on June 29, 2017, will be held at the offices of Cooley LLP, 101 California Street, 5
th
Floor, San Francisco, California 94111 on August 9, 2017 at 10:00 a.m. for the following purposes:
1.
To elect nine (9) directors to hold office until the next Annual Meeting of Shareholders and until their respective successors
are duly elected and qualified. The nominees of the Board of Directors are: Deborah Andrews, Neal C. Bradsher, Stephen C. Farrell,
Alfred D. Kingsley, Aditya P. Mohanty, Michael H. Mulroy, Angus C. Russell, David Schlachet, and Michael D. West;
2.
To ratify the appointment of OUM & Co. LLP as BioTime’s independent registered public accountants for the fiscal year
ending December 31, 2017;
3. To approve an amendment to BioTime’s
Equity Incentive that, if approved, will make an additional 6,000,000 common shares available for sale or the grant of stock options,
restricted stock units, and other equity awards;
4.
To hold an advisory vote on executive compensation;
5.
To hold an advisory vote on the frequency of the advisory vote on executive compensation;
6.
To approve an amendment to our Articles of Incorporation to increase the number of authorized common shares, no par value, that
we may issue from 125,000,000 shares to 150,000,000 shares;
7.
To transact such other business as may properly come before the meeting or any adjournments of the meeting.
The
Board of Directors has fixed the close of business on May 2, 2017 as the record date for determining shareholders entitled to
receive notice of and to vote at the meeting or any postponement or adjournment of the meeting.
Whether
or not you expect to attend the meeting in person, you are urged to sign and date the enclosed form of proxy and return it promptly
so that your shares may be represented and voted at the meeting. If you should be present at the meeting, your proxy will be returned
to you if you so request.
WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY PROMPTLY BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD.
Important Notice
Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held August 9, 2017.
The
Letter to Shareholders, Notice of Meeting and Proxy Statement, and Annual Report on Form 10-K,
are available at: https://materials.proxyvote.com/09066L
By
Order of the Board of Directors,
Judith
Segall
Vice
President and Secretary
Alameda,
California
July 13, 2017
QUESTIONS
AND ANSWERS ABOUT THE PROXY MATERIALS
AND
THE ANNUAL MEETING
Q:
Who is entitled to vote at the Meeting?
Only
shareholders of record at the close of business on May 2, 2017, which has been designated as the “record date,” are
entitled to notice of and to vote at the Meeting. On April 28, 2017, there were 110,875,610 BioTime common shares issued and outstanding,
which constitute the only class of BioTime voting securities outstanding.
Q:
What are my choices when voting?
In
the election of directors, you may vote for all nominees, or you may withhold your vote from one or more nominees. For each other
proposal described in this Proxy Statement, you may vote for the proposal, vote against the proposal, or abstain from voting on
the proposal. Properly executed proxies in the accompanying form that are received at or before the Meeting will be voted in accordance
with the directions noted on the proxies.
Q:
Can I change my vote after I submit my proxy form?
You
may revoke your proxy at any time before it is voted. If you are a shareholder of record and you wish to revoke your proxy you
must do one of the following things:
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deliver to the Secretary of BioTime a written revocation; or
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deliver to the Secretary of BioTime a signed proxy bearing a date subsequent to the date of the proxy being revoked; or
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attend the Meeting or the Reconvened Meeting and vote in person.
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If
you are a “beneficial owner” of shares “held in street name” you should follow the directions provided
by your broker or other nominee regarding how to revoke your proxy.
Q:
Can I still attend and vote at the Meeting or the Reconvened Meeting if I submit a proxy?
You
may attend the Meeting or the Reconvened Meeting and vote in person whether or not you have previously submitted a proxy. If you
previously gave a proxy, your attendance at the Meeting or the Reconvened Meeting will not revoke your proxy unless you also vote
in person at the Meeting or the Reconvened Meeting, respectively.
If
you are a shareholder of record, you may vote your shares at the Meeting or the Reconvened Meeting by completing a ballot at the
Meeting or the Reconvened Meeting. However, if you are a “street name” holder, you may vote your shares in person
only if you obtain a signed proxy from your broker or nominee giving you the right to vote your shares.
Even
if you currently plan to attend the Meeting or the Reconvened Meeting, we recommend that you also submit your proxy first so that
your vote will be counted if you later decide not to attend the Meeting or the Reconvened Meeting.
Q:
Why am I being asked to vote on the new Proposal 6?
The shareholders are being
asked to approve an amendment to our Articles of Incorporation, as amended, to increase our authorized common shares
from 125,000,000 to 150,000,000, a proposal that was submitted and approved at our 2016 Annual Meeting of Shareholders held on
June 9, 2016. While we believe the approval of the prior amendment was properly obtained at the 2016 Annual Meeting of Shareholders,
there may be uncertainty with respect to the validity or effectiveness of the prior approval. Specifically, certain common shares
held through brokers/nominees and with respect to which the beneficial owner had not provided the broker/nominee with voting instructions,
were voted by the broker/nominee in favor of the amendment in accordance with the rules of the New York Stock Exchange. Certain
statements made in the Company’s definitive proxy statement for the Company’s 2016 Annual Meeting of Shareholders were
inconsistent with this. As a result, we are seeking again shareholder approval of the amendment to our Articles of Incorporation
to effect the increase in authorized common shares. If the new proposal included herein is approved, we will file a Certificate
of Amendment to our Articles of Incorporation which will supersede the Certificate of Amendment filed on June 15, 2016 and confirm
that our authorized number of common shares is 150,000,000. If the new proposal is not approved, we will plan to promptly undertake
steps to reduce the authorized common shares to 125,000,000 shares, the total authorized common shares prior to the time the Certificate
of Amendment was filed with the Secretary of State of California on June 15, 2016.
Q:
What are the Board of Directors’ recommendations?
The Board of Directors
recommends that our shareholders vote
FOR
(1) each nominee for election as a director, (2) approval of the appointment
of OUM & Co., LLP as our independent registered public accountants for the fiscal year ending December 31, 2017; (3) approval
of the Incentive Plan Amendment; (4) approval, on an advisory basis, of the compensation of our named executive officers; and (5)
the approval of the amendment of our Articles of Incorporation to increase the number of authorized common shares, no par value,
that we may issue from 125,000,000 shares to 150,000,000 shares. In addition, the Board of Directors recommends that shareholders
vote, on an advisory basis, that the advisory vote on compensation of our named executive officers take place each year.
Q:
What if I do not specify how I want my shares voted?
Shareholders
of Record
. If you are a shareholder of record and you sign and return a proxy form that does not specify how you want your
shares voted on a matter, your shares will be voted FOR (1) each nominee for election as a director, (2) approval of the appointment
of OUM & Co., LLP as our independent registered public accountants for the fiscal year ending December 31, 2017; (3) approval
of the Incentive Plan Amendment; (4) approval, on an advisory basis, of the compensation of our named executive officers, (5)
that the advisory vote on compensation of our named executive officers take place each year and (6) the approval of the amendment
of our Articles of Incorporation to increase the number of authorized common shares, no par value, that we may issue from 125,000,000
shares to 150,000,000 shares.
Beneficial
Owners
. If you are a beneficial owner and you do not provide your broker or other nominee with voting instructions, the broker
or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under the rules of the
various national and regional securities exchanges, brokers and other nominees holding your shares may vote on certain routine
matters, including the approval of the appointment of our independent registered public accountants and the approval of the amendment
of our Articles of Incorporation to increase the number of authorized common shares, no par value, that we may issue from 125,000,000
shares to 150,000,000 shares, but cannot vote in the election of directors, or with respect to the Incentive Plan Amendment, the
advisory vote on executive compensation, or the advisory vote on the frequency of the advisory vote on executive compensation.
If you hold your shares in street name and you do not instruct your broker or other nominee how to vote on those matters as to
which brokers and nominees are not permitted to vote without your instructions, no votes will be cast on your behalf on those
matters. This is generally referred to as a “broker non-vote.”
Q:
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
Shareholder
of Record.
You are a shareholder of record if at the close of business on the record date your shares were registered directly
in your name with American Stock Transfer & Trust Company, LLC, our transfer agent.
Beneficial
Owner.
You are a beneficial owner if at the close of business on the record date your shares were held in the name of a brokerage
firm or other nominee and not in your name. Being a beneficial owner means that, like most of our shareholders, your shares are
held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your
shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee
with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of
the proposals, but not all. Please see “What if I do not specify how I want my shares voted?” above for additional
information.
Q:
How can I attend and vote at the Meeting or the Reconvened Meeting?
If you plan on attending
the Meeting or the Reconvened Meeting in person, please read the “How to Attend the Annual Meeting” section of this
Proxy Statement for information about the documents you will need to bring with you to gain admission to the Meeting or the
Reconvened Meeting and to vote your shares in person.
This Proxy Statement and
the accompanying form of proxy were first sent or given to our shareholders on or about May 5, 2017, and this Amendment
is being sent or given to our shareholders on or about July 13, 2017.
Approval of Increase in Number
of Authorized Common Shares
Our Board of Directors
is requesting shareholder approval of an amendment to the Company’s Articles of Incorporation, as amended, to increase the
Company’s authorized number of common shares from 125,000,000 shares to 150,000,000 shares (the “Articles Amendment
Proposal”). A proposal to increase our authorized common shares from 125,000,000 to 150,000,000 was submitted and approved
at our 2016 Annual Meeting of Shareholders held on June 9, 2016. While we believe the approval of the prior amendment was properly
obtained at the 2016 Annual Meeting of Shareholders, there may be uncertainty with respect to the validity or effectiveness of
the prior approval. Specifically, certain common shares held through brokers/nominees and with respect to which the beneficial
owner had not provided the broker/nominee with voting instructions, were voted by the broker/nominee in favor of the amendment
in accordance with the rules of the New York Stock Exchange. Certain statements made in the Company’s definitive proxy statement
for the Company’s 2016 Annual Meeting of Shareholders were inconsistent with this. As a result, we are seeking again shareholder
approval of the amendment to our Articles of Incorporation to effect the increase in authorized common shares.
Our Board of Directors
has no present plans or proposals to issue the additional common shares that would be authorized by this Articles Amendment
Proposal. The Board of Directors believes that the proposed increase in the number of authorized common shares is desirable
in order to enhance our flexibility in taking possible future actions, such as raising additional equity capital, exchanging equity
for debt or other transactions that have similar effect, stock-based acquisitions, stock splits and dividends, equity compensation
awards or other corporate purposes. The proposed amendment will allow the Company to accomplish these objectives without further
shareholder approval. By approving the increase now, in advance of any specific need or plans, we will be able to act in
a timely manner when such a need arises or when our Board of Directors believes it is in the best interests of the Company and
our shareholders to take action, without the delay and expense that would be required at that time to obtain shareholder approval
of such an increase as a special meeting of shareholders.
If the proposed
amendment is adopted, the newly authorized shares would be unreserved and available for issuance. No further shareholder authorization
would be required prior to the issuance of such common shares by the Company, except where shareholder approval is required
under NYSE rules.
The additional common
shares to be authorized by adoption of the amendment would have rights identical to the currently outstanding common shares of
the Company. Adoption of the proposed amendment and issuance of the common shares would not affect the rights of the holders of
currently outstanding common shares of the Company, except for effects incidental to increasing the number of shares of the Company’s
common shares outstanding, such as dilution of the earnings per share and voting rights of current holders of common shares. The
increase in authorized common shares could make more difficult or discourage attempts to obtain control of the Company, thereby
having an anti-takeover effect. The increase in authorized common shares is not being proposed in response to any known threat
to acquire control of the Company.
If the shareholders
approve the Articles Amendment Proposal, we will file a Certificate of Amendment to our Articles of Incorporation to
amend Article Three, in its entirety, to read as follows:
“THREE:
The Company is authorized to issue two classes of shares, which shall be designated “Common Shares” and “Preferred
Shares.” The number of Common Shares which the Company is authorized to issue is 150,000,000, and the number of Preferred
Shares which the Company is authorized to issue is 2,000,000. The Preferred Shares may be issued in one or more series as the
board of directors may by resolution designate. The board of directors is authorized to fix the number of shares of any series
of Preferred Shares and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon
the Preferred Shares as a class, or upon any wholly unissued series of Preferred Shares. The board of directors may, by resolution,
increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of
Preferred Shares subsequent to the issue of shares of that series.”
Except
for this paragraph, all of the remaining provisions in Article Three of our Articles of Incorporation would remain in full force
and effect without change. The text of the proposed amendment is subject to modification to include such changes as our Board
determines to be necessary or advisable to effect this Articles Amendment Proposal.
If the amendment is
adopted, it will become effective upon filing of a Certificate of Amendment of the Company’s Articles of Incorporation with
the Secretary of State of the State of California which will supersede the Certificate of Amendment filed on June 15, 2016 and
confirm that our authorized number of common shares is 150,000,000. If the amendment is not approved, we will plan to promptly
undertake steps to reduce the authorized common shares to 125,000,000 shares, the total authorized common shares prior to the
time the Certificate of Amendment was filed with the Secretary of State of California on June 15, 2016.
Vote
Required; Effect of Abstentions and Broker Non-Votes
For the Articles
Amendment Proposal to be approved in accordance with the requirements of California law, the affirmative vote of the holders of
not less than a majority of our outstanding common shares entitled to vote is required.
If you check
the “abstain” box for the Articles Amendment Proposal on the proxy card or if you attend the Reconvened Meeting without
submitting a proxy and you abstain from voting on the Articles Amendment Proposal your shares will be counted for purposes of determining
the presence or absence of a quorum but will not be counted for purposes of determining whether the Articles Amendment Proposal
has received an affirmative vote sufficient for approval. Because the vote to approve the amendment of our Articles of Incorporation
requires the affirmative vote of a majority of our outstanding common shares, an abstention on the Articles Amendment Proposal
has the effect of a vote against the Articles Amendment Proposal. If your shares are held in street name and you do not provide
your broker or other nominee with voting instructions with respect to the Articles Amendment Proposal, your broker or other nominee
may vote uninstructed shares in its discretion with respect to the Articles Amendment Proposal.
Recommendation
of Board of Directors
The
Board of Directors Recommends A Vote “FOR”
Approval of the Amendment to our Articles of Incorporation
Unless
otherwise directed by the shareholders, proxies will be voted
FOR
approval of this Proposal.