Additional Proxy Soliciting Materials (definitive) (defa14a)
April 10 2018 - 5:22PM
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
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to §240.14a-12
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VBI
VACCINES 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):
[X]
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No
fee required.
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[ ]
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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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[ ]
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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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NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIALS
The
2018 Annual General Meeting of Shareholders of VBI Vaccines Inc.
(the
“Company”)
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Date:
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Thursday,
May 24, 2018
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Time:
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1:00
pm. (Eastern Time)
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Place:
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The
offices of the Company
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222
Third St., Suite 2240
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Cambridge,
MA 02142
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THE
PROXY STATEMENT, NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, FORM OF PROXY CARD AND 2017 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE
AT:
www.materials.proxyvote.com/91822J
Important
Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 24, 2018:
This
communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage
you to access and review all of the important information contained in the proxy materials before voting.
If
you want to receive a paper copy or an e-mail with links to the electronic materials, you must request one. There is no charge
to you for requesting a copy. Please make your request for a copy as instructed on the reverse side of this notice on or before
April 30, 2018 to facilitate timely delivery.
THIS
IS NOT A FORM FOR VOTING
AGENDA
1.
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Fixing
the Number of Directors
: to approve the fixing of the number of directors of the
Company at seven. See “Proposal 1 – Fixing the Number of Directors”
in the Company’s proxy statement dated April 10, 2018 (the “
Proxy Statement
”)
for details.
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2.
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Election
of Directors
: to elect the below nominees as directors to hold office until the next
annual meeting of shareholders or until their successors are appointed. See “Proposal
2 - Election of Directors” in the Proxy Statement for details.
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1)
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Jeff
Baxter
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5)
Tomer Kariv
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2)
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Steven
Gillis
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6)
Scott Requadt
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3)
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Michel
De Wilde
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7)
Steven Rubin
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4)
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Adam
Logal
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3.
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Appointment
of Auditor
: to approve the appointment of EisnerAmper LLP as the independent registered
public accounting firm of the Company until the next annual meeting of shareholders and
to authorize the audit committee of the Company’s board of directors to fix the
EisnerAmper LLP’s remuneration. See “Proposal 3 - Approval of Appointment
of Independent Registered Public Accounting Firm and Authorizing the Audit Committee
to Set the Remuneration of the Independent Registered Public Accounting Firm” in
the Proxy Statement for details.
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4.
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Other
Business
: To transact such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.
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The
Board of Directors of the Company recommends a vote FOR the approval of the number of Directors to be fixed at seven (Proposal
1); FOR the election of the nominated Directors (Proposal 2); and FOR the appointment of EisnerAmper LLP as the independent registered
public accounting firm of the Company until the next annual meeting of shareholders and to authorize the audit committee of the
Board of Directors of the Company to fix EisnerAmper LLP’s remuneration (Proposal 3).
Notice-and-access
:
This Notice of Internet Availability is prepared under the notice-and-access rules under National Instrument 54-101
Communication
with Beneficial Owners of Securities of a Reporting Issuer
and Rule 14a-16 of the Securities Exchange Act of 1934, as amended.
Notice-and-access is a set of rules for reducing the volume of materials that must be physically mailed to shareholders by allowing
issuers to post the Proxy Statement and additional materials online. Materials may be delivered electronically to shareholders.
Please call the Company toll free at 1-855-887-2244 if you have any questions about notice-and-access.
Meeting
Materials
: Electronic copies of the Company’s Proxy Statement, the Notice of Annual Meeting of Shareholders, Form
of Proxy Card, Annual Report on Form 10-K for the year ended December 31, 2017 are available at www.materials.proxyvote.com/91822J,
the Company’s profile on SEDAR at www.sedar.com, and the Company’s EDGAR profile at www.sec.gov/edgar. Shareholders
are reminded to review these online materials before voting.
If
you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting
a copy. Please make your request for a copy as instructed below on or before April
30
, 2018 to facilitate timely delivery.
To
request a paper copy of these items
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Call
our toll-free number — 1-877-907-7643;
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Email
us — IR@VBI Vaccines.com;or
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Visit
our website at www.proxyvote.com.
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Please
clearly identify the items you are requesting; VBI Vaccines Inc., and your name along with the Control Number on your proxy
card, which will be provided by mail, and the name and address to which the materials should be mailed.
The
Company’s annual audited consolidated financial statements for the year ended December 31, 2017 and management’s discussion
and analysis of results of operations and financial condition for the year ended December 31, 2017 are available on the Company’s
profile on SEDAR at www.sedar.com. To request a paper copy, email IR@vbivaccines.com
Proxy
:
Registered
holders:
This proxy must be received by Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto,
Ontario, M5J 2Y1, Attention: Proxy Department by 1:00 p.m. (Eastern Time) on May 22, 2018.
Non-registered
holders:
Use the voting instruction form provided by your intermediary (bank, trust company or broker) and return it as early
as practicable to ensure that it is transmitted on time. It must be received by your intermediary with sufficient time for them
to file a proxy by the deadline noted above.
Voting
:
Registered
holders:
You must be a registered holder of common shares of the Company at the close of business on April 3, 2018 to vote.
You may vote in person by attending the meeting or by proxy. A proxy need not be a shareholder. You can vote by mail by requesting
a paper copy of the materials, which will include a proxy card. If you have previously provided standing instructions indicating
that you wish to receive paper copies of the materials, you may revoke your instructions by calling the Company toll-free at
1-800-564-6253
.
Vote
by Internet:
If you are a registered shareholder, you may vote by internet by following the instructions at www.investorvote.com.
Vote
by Telephone:
If you are a registered shareholder who lives in the United States or Canada, you may request a paper proxy
card from the Company by following the procedures set forth above, and submit proxies by telephone by following the “Vote
by Telephone” instructions on the proxy card. If you are a beneficial owner of common shares held in street name, please
check the voting instructions in the notice provided by your broker, bank or other intermediary for telephone voting availability.
Non-registered
holders:
You may vote or appoint a proxy using the voting instruction form provided to your intermediary, which will then
submit your vote or proxy appointment to the Company. You may also attend the meeting and vote in person, but you may not vote
in person at the meeting unless you obtain a “legal proxy” as set forth in the voting instruction form from your intermediary.
Further
information on voting can be found under the headings “How Can I Vote my Common Shares Without Attending the Annual Meeting”
and “What is the Difference Between Holding Common Shares as a Shareholder of Record or as a Beneficial Owner?” in
the Proxy Statement.
For
directions to attend the meeting in person, please call the Company’s investor relations department at (617) 830- 3031.
Dated
April 10, 2018
VBI Vaccines (NASDAQ:VBIV)
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