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 [X]
Check the Appropriate Box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Adverum Biotechnologies, Inc.
(Name of registrant as specified in its charter)
THE SONIC FUND II, L.P.
LAWRENCE KAM
JEAN BENNETT
JODI COOK
HERBERT HUGHES
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the Appropriate Box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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[ ] Fee paid previously with preliminary materials:
[ ] 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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The Sonic Fund II, L.P., together with the other participants named herein (collectively, “Sonic”), has filed with the Securities and
Exchange Commission a definitive proxy statement and an accompanying proxy card to be used to solicit votes for the election of its slate of director nominees for the Board of Directors of Adverum Biotechnologies, Inc., a Delaware corporation (the
“Issuer”) at the Issuer’s 2021 annual meeting of stockholders, which has now concluded.
On May 12, 2021, Sonic and its affiliates issued the following press release:
THE SONIC FUND II, L.P. COMMENTS ON PRELIMINARY VOTING RESULTS OF ADVERUM ANNUAL MEETING
Urges Company to Take Necessary Steps to Focus on Scientific Development of ADVM-022
Believes Company Cannot Continue to Pursue Status Quo Strategy, Which Has Been Abjectly Discredited
Calls on Board to Fulfill Their Fiduciary Duties to Stockholders and Exercise Better Oversight of Management
Honolulu, HI – May 12, 2021 – The Sonic Fund
II, L.P. (“Sonic”), which beneficially owns approximately 6.8% of the outstanding common stock of Adverum Biotechnologies, Inc. (NASDAQ: ADVM) (the “Company” or “Adverum”), today issued the following statement regarding the preliminary voting
results from the Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”).
“We wish to express our sincere gratitude to the stockholders who supported our push for change and an improved Board at Adverum. We would also like to
thank our three independent nominees for being willing to serve on the Board.
We continue to firmly believe that Adverum stockholders deserve better from the Board entrusted with representing their best interests. Objective third
parties, including both leading proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) agreed that change is needed and recommended that stockholders vote FOR all three of Sonic’s
nominees – with Glass Lewis emphasizing that the recent SUSAR announcement “…laid bare the Company’s shortcomings in addressing the inflammation issue…”1 It is not common that both ISS and Glass Lewis recommend in exactly the same
manner, and this is further evidence of the seriousness of the Company’s failures.
Adverum cannot credibly continue on its same strategic path and failed approach to the development of ADVM-022. We sincerely hope that now that this
proxy contest is over, the Board and management can spend less time on employing what ISS called “brute force” tactics to entrench themselves and do what needs to be done. The Company must immediately refocus its efforts on the scientific development of ADVM-022 to serve critical patient needs. And the Board must immediately begin to take its fiduciary duties to stockholders more
seriously, including with better oversight of management.
Adverum must do better. Stockholders will be watching.”
Saratoga Proxy Consulting LLC
John Ferguson / Ann Marie Mellone 212-257-1311
jferguson@saratogaproxy.com / amellone@saratogaproxy.com
Media:
Sloane & Company
Joe Germani / Sarah Braunstein
jgermani@sloanepr.com / sbraunstein@sloanepr.com
1 Permission to quote from the ISS and Glass Lewis reports was neither sought nor obtained.