Additional Proxy Soliciting Materials (definitive) (defa14a)
June 05 2019 - 8:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed
by the Registrant
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Filed
by a Party other than the Registrant
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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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Neurotrope,
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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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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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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NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIALS The 2019 Annual Meeting of Stockholders of Neurotrope, Inc. will be held on July 23, 2019, at
10:00 a.m. EST at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. located at 666 Third Avenue, New York, NY
10017 PROXY STATEMENT AND 2018 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT: http://www.pstvote.com/neurotrope2019 Dear Stockholder:
The 2019 Annual Meeting of Stockholders of Neurotrope, Inc. has been called to consider and act upon the following matters: •
To elect nine directors to serve one-year terms expiring in 2020; • To approve a proposed amendment to the Neurotrope, Inc.
2017 Equity Incentive Plan to increase the number of shares available for the grant of awards by 850,000 shares; • To ratify
the appointment of Friedman LLP as Neurotrope’s independent registered public accounting firm for the fiscal year ending
December 31, 2019; and • To approve by an advisory vote, the compensation of Neurotrope’s named executive officers,
as disclosed in the proxy statement. Our Board of Directors recommends a vote “FOR” the election of directors and
“FOR” proposals 2, 3 and 4. Complete proxy materials, including the proxy card, are available to you on-line at http://www.pstvote.com/neurotrope2019
or upon your request by e-mail or first-class mail. We encourage you to access and review all of the important information contained
in the proxy materials before voting. This is not a ballot. You cannot use this notice to vote your shares. You may vote on-line,
by mail or in person. If you wish to vote on-line, you will need your “Control Number” (which can be found in the
bottom right hand corner of this notice) and the web address, all of which will be included with or on the proxy card located
on the Internet website stated above or mailed to you at your request. No other personal information will be required in order
to vote in this manner. If you wish to vote by mail, simply print out the proxy card located on the Internet website stated above,
mark the proxy card accordingly, sign and return it to us at the address indicated on the proxy card. If you wish to vote in person
at the 2019 Annual Meeting of Stockholders, simply check the box on the proxy card that you plan to attend. Your proxy card will
not be used if you vote in person. Control Number:
Important Notice Regarding
the Availability of Proxy Materials for the 2019 Annual Stockholder Meeting To Be Held on July 23, 2019 (1) 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. (2) The Proxy Statement and
2018 Annual Report on Form 10-K are available at http://www.pstvote.com/neurotrope2019. (3) 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 July 9, 2019 to facilitate timely delivery, otherwise you will not receive a paper
or e-mail copy. To request a paper copy of these items: • Call our toll-free number – (866) 223-0448; or • Visit
our website at http://www.pstvote.com/neurotrope2019; or • Send us an e-mail at info@philadelphiastocktransfer.com. Please
clearly identify: (i) the items you are requesting; (ii) Neurotrope, Inc.; (iii) your name along with the Control Number located
in the lower right hand corner of this notice and (iv) the name and address to which the materials should be mailed. By Order
of the Board of Directors /s/ Joshua N. Silverman Joshua N. Silverman Chairman of the Board of Directors Control Number:
BARCODE See the reverse
side of this notice to obtain proxy materials and voting instructions. BROKER LOGO HERE 1 OF 2 12 15 1234567 1234567 1234567 1234567
1234567 1234567 1234567 Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence # *** Exercise Your Right to
Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on <mtgdate>.
You are receiving this communication because you hold shares in the above named company. 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.
Meeting Information Meeting Type: <mtgtype> For holders as of: <recdate> Date: Time: <mtgtime> Location: 0000425147_1
R1.0.1.18 NEUROTROPE INC. Annual Meeting July 23, 2019 July 23, 2019 10:00 AM EST May 31, 2019 Mintz Levin 666 Third Ave New York,
NY 10017 Return Address Line 1 Return Address Line 2 Return Address Line 3 51 MERCEDES WAY EDGEWOOD NY 11717 Investor Address
Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE
STREET ANY CITY, ON A1A 1A1
How To Vote Please
Choose One of the Following Voting Methods Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW
or RECEIVE: 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. .......... .......... Vote In Person: If you choose to vote these shares
in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request
a paper copy of the materials, which will contain the appropriate instructions. Many shareholder 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. 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 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 voting instruction form. .......... 0000425147_2
R1.0.1.18 1. Notice & Proxy Statement 2. AR on Form 10-K 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 July 09, 2019 to facilitate
timely delivery.Internal Use Only
BARCODE Broadridge
Internal Use Only xxxxxxxxxx xxxxxxxxxx Cusip Job # Envelope # Sequence # # of # Sequence # Voting items 0000425147_3 R1.0.1.18
The Board of Directors recommends that you vote FOR the following: 1. Election of Directors Nominees 01 Dr. Charles S. Ryan 02
Joshua N. Silverman 03 William S. Singer 04 James R. Gottlieb 05 Shana Kay Phares 06 Bruce T. Bernstein 07 Dr. George Perry 08
Jonathan L. Schechter 09 Dr. Ivan P. Gergel The Board of Directors recommends you vote FOR the following proposal(s): 2 Proposal
to approve an amendment to the Neurotrope, Inc. 2017 Equity Incentive Plan to increase the number of shares available for the
grant of awards by 850,000 shares. 3 Proposal to ratify the appointment of Friedman LLP as Neurotrope, Inc's independent registered
public accounting firm for the fiscal year ending December 31, 2019. 4 Proposal to approve, on an advisory basis, the compensation
of Neurotrope, Inc's named executive officers, as disclosed in the accompanying Proxy Statement. NOTE: Such other business as
may properly come before the meeting or any adjournment thereof.
THIS SPACE RESERVED
FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE Voting Instructions THIS SPACE RESERVED
FOR SIGNATURES IF APPLICABLE P99999-010 12 15 # OF # Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence
# Reserved for Broadridge Internal Control Information 0000425147_4 R1.0.1.18
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