CymaBay Therapeutics Comments on Engine Capital Director Nominations
March 13 2020 - 5:29PM
Business Wire
No shareholder action required at this time
CymaBay Therapeutics, Inc. (NASDAQ: CBAY) (the “Company”), a
clinical-stage biopharmaceutical company focused on developing
therapies for liver and other chronic diseases with high unmet
need, today confirmed that Engine Capital Management (“Engine”) has
nominated three candidates to stand for election to the Company’s
Board of Directors (the “Board”) at the 2020 Annual Meeting.
Shareholders are not required to take any action at this time.
CymaBay issued the following statement:
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“CymaBay regularly engages with our shareholders and welcomes
their input. Our Board’s Nominating and Governance Committee has an
established framework for evaluating prospective director
candidates, and we will review Engine’s nominees in a manner
consistent with that framework.
Following the termination of our Phase 2b study of seladelpar,
members of our Board and management team had discussions with many
of our top shareholders – including Engine – regarding their ideas
for the best path forward for CymaBay. Based on that feedback, as
well as our Board’s and management’s years of work on our strategy
and expertise in the industry, we concluded that the best option is
to pursue an investigation of the unexpected histologic findings
identified by the study pathologists in the Phase 2b study of
seladelpar in NASH, while in parallel promptly reducing costs and
undertaking a review of potential strategic alternatives to
maximize value.
As part of our commitment to reducing costs, in January we
decreased the size of our Board from nine to five directors. The
thorough process leading to this decision balanced the need to
reduce costs, given our current circumstances, with the need to
preserve strong, independent and effective oversight of CymaBay
during this vital period for our Company. During our March 12th
announcement of CymaBay’s fourth quarter and fiscal year 2019
financial results, we provided additional detail on the actions we
are taking to maximize value for all shareholders.”
Additional information regarding the CymaBay Board and its
recommended slate of director nominees will be presented in the
definitive proxy statement and other materials, to be filed with
the U.S. Securities and Exchange Commission and mailed to all
stockholders eligible to vote at the 2020 Annual Meeting. The date
of the 2020 Annual Meeting has not been announced.
About CymaBay
CymaBay Therapeutics, Inc. is a clinical-stage biopharmaceutical
company focused on developing therapies for liver and other chronic
diseases with high unmet medical need. For additional information
about CymaBay visit www.cymabay.com.
Cautionary Statements
Statements in this press release regarding future events,
results or expectations are forward-looking statements that involve
risks and uncertainties. Forward-looking statements include, but
are not limited to, expectations regarding the expected actions and
timing for any reduction in costs, including the winding down and
termination of existing studies, and the timing and outcome of any
strategic review of alternatives. Actual results may differ
materially from these expectations as a result of a number of
factors, including those set forth under the caption “Risk Factors”
in CymaBay Annual Report on Form 10-K for the year ended 2018,
filed with the Securities and Exchange Commission (“SEC”) on
February 28, 2019, as updated by any subsequent form 10-Qs,
including the Form 10-Q for the quarter ended September 30, 2019,
filed with the SEC on November 5, 2019, and those set forth in
other documents that CymaBay files. Any forward-looking statement
speaks only as of the date on which such statement is made, and
CymaBay undertakes no obligation to update these statements as a
result of future events, except as required by law.
Important Information
CymaBay Therapeutics, Inc. (the “Company”) intends to file a
proxy statement and associated WHITE proxy card with the SEC in
connection with the solicitation of proxies for the Company’s 2020
Annual Meeting of Stockholders (the “2020 Annual Meeting”). Details
concerning the nominees of the Company’s Board of Directors for
election at the 2020 Annual Meeting will be included in the proxy
statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE
COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO,
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and stockholders can obtain a copy
of the relevant documents filed by the Company with the SEC,
including the definitive proxy statement, when it becomes
available, free of charge by visiting the SEC’s website,
www.sec.gov. Investors and stockholders can also obtain, without
charge, a copy of the definitive proxy statement, when available,
and other relevant filed documents at
https://ir.cymabay.com/all-sec-filings.
Participants in the Solicitation
The Company, its directors and certain of its executive officers
will be deemed participants in the solicitation of proxies from
stockholders in respect of the 2020 Annual Meeting. Information
regarding the names of the Company’s directors and executive
officers and their respective interests in the Company by security
holdings or otherwise is set forth in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2018, filed
with the SEC on February 28, 2019 and the Company’s definitive
proxy statement for the 2019 Annual Meeting of Stockholders, filed
with the SEC on April 26, 2019. To the extent holdings of such
participants in the Company’s securities have changed since the
amounts described in (or are not set forth in) the proxy statement
for the 2019 Annual Meeting of Stockholders, such changes (or
initial ownership information and subsequent changes) have been
reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Change in Ownership on Form 4 filed with the SEC.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the interests of
these participants in any proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will also be included in any proxy statement and other
relevant materials to be filed with the SEC, if and when they
become available.
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version on businesswire.com: https://www.businesswire.com/news/home/20200313005530/en/
Sloane & Company Dan Zacchei / Joe Germani
Dzacchei@sloanepr.com / JGermani@sloanepr.com
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