Additional Proxy Soliciting Materials (definitive) (defa14a)
April 03 2018 - 8:34AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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CURIS, INC.
(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 the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 15, 2018.
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CURIS, INC.
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Meeting Information
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Meeting Type:
Annual Meeting
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For holders as of:
March 19, 2018
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Date:
May 15, 2018
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Time:
10:00 a.m. EDT
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CURIS, INC.
4 MAGUIRE ROAD
LEXINGTON, MA 02421
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Location:
Wilmer Cutler Pickering Hale
and Dorr LLP
60
State Street
Boston, MA 02109
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You are receiving this communication because you hold
shares in the company named above.
This is not a ballot. You cannot use this notice
to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy
(see reverse side).
We encourage you to access and review all of the important
information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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How to Access the Proxy Materials
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Proxy Materials Available to
VIEW or RECEIVE:
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1. NOTICE AND PROXY
STATEMENT 2. FORM
10-K
AND ANNUAL REPORT
How to View
Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or
E-MAIL
Copy:
If you want to receive a paper or
e-mail
copy of these
documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1)
BY INTERNET
: www.proxyvote.com
2)
BY TELEPHONE
:
1-800-579-1639
3)
BY
E-MAIL*
:
sendmaterial@proxyvote.com
* If requesting materials by
e-mail,
please send a blank
e-mail
with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this
e-mail
address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 1, 2018 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person:
Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by
the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have
the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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The Board of Directors recommends you vote FOR the following:
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1.
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Election of our Class I directors
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Nominees:
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01) Ali Fattaey, Ph.D.
02) Lori A. Kunkel, M.D.
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The Board of Directors recommends you vote FOR the following proposals:
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2.
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To approve the Third Amended and Restated 2010 Stock Incentive Plan
to reserve up to an additional 11,950,000 shares of Common Stock for issuance under the plan and to provide for certain other amendments.
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3.
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To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 225,000,000 to 337,500,000.
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4.
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To approve an amendment to our Restated Certificate of Incorporation to effect a reverse stock split of our Common Stock, by a ratio of not less than
1-for-3
and not more than
1-for-30,
and a proportionate reduction in the number of
authorized shares of Common Stock, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of our Board of Directors.
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5.
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To approve an advisory vote on executive compensation.
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6.
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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.
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NOTE:
Such other business as may properly come
before the meeting or any adjournment thereof.
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