Additional Proxy Soliciting Materials (definitive) (defa14a)

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 ☒ Filed by a party other than the Registrant ☐

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

☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

AVEO PHARMACEUTICALS, 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):

☒	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:

(2)

Aggregate number of securities to which transaction applies:

(3)

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):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐	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.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

☐	Preliminary Proxy Statement

Starting May 31, 2019, AVEO Pharmaceuticals, Inc. sent the following letter to certain stockholders.

LOGO

**** IMPORTANT REMINDER ****

Dear Fellow AVEO Stockholder:

By now, you should have received your proxy material for the 2019 Annual Meeting of Stockholders of AVEO Pharmaceuticals, Inc. which is scheduled to be held on June 12, 2019.

Each stockholder’s vote is extremely important. There are 6 proposals on the agenda for this year’s Annual Meeting as discussed further in the proxy statement you should have already received. Your Board of Directors strongly recommends that you vote your shares FOR ALL proposals, including proposal 4 (Increase of Common Stock, which will provide greater flexibility in considering and planning for potential business needs) and proposal 5 (Reverse Stock Split, which will facilitate our ability to regain compliance with NASDAQ’s minimum bid price requirements). Both proposals 4 and 5 require a majority of the shares outstanding voting in favor in order to pass.

WE URGE YOU TO VOTE IN FAVOR OF ALL PROPOSALS

The fastest and easiest way to vote is by telephone or over the Internet. Instructions on how to vote your shares over the telephone or Internet are enclosed with this letter. Alternatively, you may sign and return the enclosed voting form in the envelope provided.

If you sign and return the enclosed proxy card without indicating a different choice, your shares will be voted FOR all proposals.

If you have questions or need help voting your shares, please call our proxy solicitation firm, Morrow Sodali LLC, at 1-877-787-9239.

Thank you for your investment in AVEO and taking the time to vote your shares.

Sincerely,

LOGO