UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A Information
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 §240.14a-12
BARINTHUS BIOTHERAPEUTICS PLC
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Barinthus Biotherapeutics plc
Unit 6-10, Zeus Building Rutherford Avenue
Harwell, Didcot OX110DF
United Kingdom
Registered Company No. 13282620
March 22, 2024
Dear Shareholder:
2024 Annual General Meeting of Barinthus Biotherapeutics plc (the “Meeting”)
I am pleased to provide details of the Meeting of Barinthus Biotherapeutics plc (formerly Vaccitech plc) (the “Company”) to be held as a physical meeting at
1:00 p.m. London Time (8:00 a.m. Eastern Time) on Friday, May 10, 2024 at Goodwin Procter (UK) LLP, Sancroft, 10-15 Newgate Street, London, EC1A 7AZ
. The formal notice of the Meeting is set out in this document (the “Notice”), and it contains the resolutions to be proposed and voted on at the Meeting (the “Resolutions”).
For the purposes of the Meeting, a quorate meeting will be formed by one or more qualifying persons present at a meeting and between them holding (or being the proxy or corporate representative of the holders of) at least 33 1⁄3 percent in number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted at the Meeting. A “qualifying person” is an individual who is a member, a person authorized to act as the representative of a member (being a corporation) in relation to the meeting, or a person appointed as proxy of a member in relation to the meeting.
Holders of American Depositary Shares
In order to exercise your vote as a holder of an interest in the capital of the Company represented by our American Depositary Shares (“ADSs”), you or your bank, broker or nominee must have been registered as a holder of ADSs in the ADS register maintained by our depositary, The Bank of New York Mellon Corporation,
by 5:00 p.m. Eastern Time on Wednesday, March 13, 2024 (the record date for ADS holders).
We intend to use the Internet as the primary means of providing our proxy materials to ADS holders in connection with the Meeting. As a result, ADS holders may not receive paper copies of our proxy materials. We intend to mail ADS holders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) with instructions for accessing the proxy materials and for voting via the Internet on or about March 22, 2024. The Notice of Internet Availability will also provide the date, time, and location of the Meeting; the matters to be acted upon at the meeting and the Board of Directors’ recommendation with regard to each matter; a toll-free number, an e-mail address and a website where ADS holders can request a paper or e-mail copy of our proxy statement and ADS voting instruction card if desired, and our Annual Report on Form 10-K for fiscal year 2023, and our U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023, along with the related directors’ and independent auditor’s reports. ADS holders will not be able to attend the Meeting in person. Please use the Internet to transmit your voting instructions
by no later than 11:59 p.m. Eastern Time on May 2, 202
4.
If you held ADSs through a bank, broker or nominee on March 13, 2024, the Notice of Internet Availability and accompanying proxy materials will be directly made available to you on or about March 22, 2024.
If you wish to vote by mail by requesting paper copies of the proxy materials, please submit the request for paper copies of the proxy materials prior to April 19, 2024. Please note that ADS voting instruction cards submitted by ADS holders must be received by The Bank of New York Mellon Corporation
no later than 12:00 p.m. Eastern Time on May 3, 2024
. The Bank of New York Mellon Corporation will collate all votes properly submitted by ADS holders and submit a vote on behalf of all ADS holders.
Contacts for ADS holders
If at any point you require guidance, please contact Gemma Brown, Company Secretary, by telephone at +44(0)1865 818808.
Recommendation
You will find an explanatory note in relation to each of the Resolutions in the attached proxy statement.
The Company’s Board of Directors consider that each Resolution is in the best interests of the Company and its shareholders as a whole and is likely to promote the success of the Company. Accordingly, the Company’s Board of Directors unanimously recommend that you vote in favor of the Resolutions as each of the Company’s directors with personal holdings of equity interests in the Company intends to do in respect of their own beneficial holdings.
Thank you for your ongoing support of Barinthus Biotherapeutics.
Yours sincerely,
/s/ Robin Wright
Robin Wright
Chairman,
Barinthus Biotherapeutics plc
Barinthus Biotherapeutics plc
Unit 6-10, Zeus Building Rutherford Avenue Harwell, Didcot OX11 0DF
United Kingdom
Registered Company No. 13282620
NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, MAY 10, 2024
NOTICE
is hereby given that the Annual General Meeting of Barinthus Biotherapeutics plc (formerly Vaccitech plc), a public limited company incorporated under the laws of England and Wales (referred to herein as the “Company,” “we,” “us” and “our”), will be held on Friday, May 10, 2024, at 1:00 p.m. London Time (8:00 a.m. Eastern Time), at Goodwin Procter (UK) LLP, Sancroft, 10-15 Newgate Street, London, EC1A 7AZ, for transaction of the following business:
Ordinary resolutions
1.
To re-elect as a director William Enright, who retires by rotation in accordance with the Company’s Articles of Association.
2.
To re-elect as a director Alex Hammacher, who retires by rotation in accordance with the Company’s Articles of Association.
3.
To re-elect as a director Robin Wright, who retires by rotation in accordance with the Company’s Articles of Association.
4.
To re-appoint PricewaterhouseCoopers LLP, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders.
5.
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
6.
To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2024.
7.
To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 and to note that the Company’s directors do not recommend the payment of any dividend for the fiscal year ended December 31, 2023.
8.
To receive and approve on an advisory basis the Company’s U.K. statutory directors’ compensation report for the fiscal year ended December 31, 2023, which is set forth in
Annex A
to the Company’s proxy statement.
Proposals 1 through 8 will be proposed as ordinary resolutions and under English law, assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the meeting and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.
The result of the shareholder votes on the ordinary resolutions in proposals 4, 5, 7 and 8 regarding re- appointment of PricewaterhouseCoopers LLP as our U.K. statutory auditors, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, receipt of our U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 and approval of our U.K. statutory directors’ annual report on compensation for the fiscal year ended December 31, 2023 will not require our Board of Directors or any committee thereof to take any action.
Our Board of Directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on proposals 4, 5, 7 and 8.
The results of any polls taken on the resolutions at the Annual General Meeting and any other information required by the U.K. Companies Act 2006 will be made available on our website (www.barinthusbio.com) as soon as reasonably practicable following the Annual General Meeting and for the required period thereafter.
BY ORDER OF THE BOARD
/s/ Gemma Brown Gemma Brown
Company Secretary
March 22, 2024
Registered Office
Unit 6-10, Zeus Building Rutherford Avenue Harwell, Didcot OX110DF United Kingdom Registered in England and Wales No. 13282620
Notes for holders of Ordinary Shares
(a)
Only those members registered in the register of members of the Company at 6:30 p.m. London Time (1:30 p.m. Eastern Time) on May 8, 2024 will be entitled to attend and vote at the Annual General Meeting (the “Meeting”) in respect of the number of ordinary shares registered in their name at the time. Changes to entries on the relevant register after that deadline will be disregarded in determining the rights of any person to attend and vote at the Meeting. Should the Meeting be adjourned to a time not more than 48 hours after the deadline, the same deadline will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned Meeting. Should the Meeting be adjourned for a longer period, then to be so entitled, members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned Meeting or, if the Company gives notice of the adjourned Meeting, at the time specified in the notice.
(b)
Any member may appoint a proxy to attend, speak and vote on his/her behalf. A member may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares of the member. A proxy need not be a member but must attend the meeting in person. Proxy forms should be lodged with the Company’s Registrar (Computershare) not later than 1:00 p.m. London Time (8:00 a.m. Eastern Time) on May 8, 2024. Completion and return of the appropriate proxy form does not prevent a member from attending and voting in person if he/she is entitled to do so and so wishes. The attached proxy statement explains proxy voting and the matters to be voted on in more detail. Please read the proxy statement carefully. For specific information regarding the voting of your ordinary shares, please refer to the proxy statement under the section entitled “
Questions and Answers About Voting
.”
(c)
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
(d)
In the case of joint holders, the vote of the senior holder who tenders the vote whether in person or by proxy will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the Company’s relevant register or members for the certificated or uncertificated shares of the Company (as the case may be) in respect of the joint holding.
(f)
As of March 13, 2024 (the record date for ADS holders), the Company’s issued ordinary share capital consisted of 38,921,212 ordinary shares, carrying one vote each.
(g)
Under s527 of the U.K. Companies Act 2006, members meeting the threshold requirement set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with s437 of the U.K. Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with ss527 or 528 of the U.K. Companies Act 2006. Where the Company is required to place a statement on a website under s527 of the U.K. Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required, under s527 of the U.K. Companies Act 2006, to publish on a website.
(h)
Except as set out in the notes to this Notice, any communication with the Company in relation to the Meeting, including in relation to proxies, should be sent to the Company’s Registrar, Computershare, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom. No other means of communication will be accepted. In particular, you may not use any electronic address provided either in this notice or in any related documents to communicate with the Company for any purpose other than those expressly stated.
(i)
Copies of the service agreement for our executive director and of the letters of appointment for our non-executive directors will be available for inspection at the registered office of the Company during normal business hours on any weekday (public holidays excepted) and at the place of the Meeting for one hour before the meeting and at the meeting itself.
(j)
Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
TABLE OF CONTENTS
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i
Barinthus Biotherapeutics plc
Unit 6-10, Zeus Building Rutherford Avenue
Harwell, Didcot OX11 0DF
United Kingdom
Registered Company No. 13282620
PROXY STATEMENT FOR THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2024
INFORMATION CONCERNING PROXY SOLICITATION AND VOTING
We have sent you this proxy statement and the enclosed form of proxy because the Board of Directors (the “Board” or “Board of Directors”) of Barinthus Biotherapeutics plc (formerly Vaccitech plc) (referred to herein as the “Company”, “we”, “us” or “our”) is soliciting your proxy to vote at our annual general meeting of shareholders (referred to herein as the “Meeting”) to be held on Friday, May 10, 2024, at 1:00 p.m. London Time (8:00 a.m. Eastern Time), at Goodwin Procter (UK) LLP, Sancroft, 10-15 Newgate Street, London, EC1A 7AZ.
•
This proxy statement summarizes information about the proposals to be considered at the Meeting and other information you may find useful in determining how to vote.
•
The form of proxy is the means by which any ordinary shareholders authorize another person to vote their shares in accordance with their instructions.
In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be covered by us.
While this document is being sent to our ordinary shareholders of record, we are providing a Notice of Internet Availability of Proxy Materials (which we refer to as a “Notice of Internet Availability”), to the holders of our American Depositary Shares (“ADSs”), rather than mailing a full paper set of the materials. The Notice of Internet Availability contains instructions on how to access our proxy materials on the Internet and vote via the Internet, as well as instructions on obtaining a paper copy of the proxy materials and the ADS voting instruction if desired. This process is more environmentally friendly and reduces our costs to print and distribute these materials. Voting by the Internet is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet, you help us reduce postage and proxy tabulation costs. Please use the Internet to transmit your voting instructions
by no later than 11:59 p.m. Eastern Time on May 2, 2024
.
As provided in the Notice of Internet Availability, this proxy statement, the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“Annual Report on Form 10-K”), the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 (“2023 U.K. Annual Report”) along with the related directors’ and independent auditor’s reports will be available in the “Investors” section of our website at www.barinthusbio.com and on the website address designated on the Notice.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 10, 2024
1
QUESTIONS AND ANSWERS ABOUT VOTING
Why am I receiving these materials?
We have sent you this proxy statement and the enclosed form of proxy or Notice of Internet Availability of Proxy Materials because you are (i) an ordinary shareholder of record or (ii) an ADS holder of record, respectively, and our Board of Directors is soliciting your proxy to vote at the Meeting, including at any adjournments or postponements of the Meeting.
Materials for ADS holders of record will be made available on the Internet on or about March 22, 2024 to all ADS holders, including banks, brokers and nominees, who were registered as holders of ADSs in the ADS register by 5:00 p.m. Eastern Time on March 13, 2024 (the record date for ADS holders).
Why did I receive a “Notice of Internet Availability of Proxy Materials” but no other proxy materials?
The Company is distributing its proxy materials to the ADS holders via the Internet under the “Notice and Access” method allowed by the rules of the U.S. Securities and Exchange Commission (the “SEC”). This method expedites your receipt of proxy materials, is more environmentally friendly conserving natural resources and reduces the Company’s distribution costs. On or about March 22, 2024, the Company intends to mail, to registered holders of its ADSs, a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) containing instructions on how to access and review the proxy materials and how to vote online. If you prefer to receive printed copies of the proxy materials in the mail and to vote by mail, please follow the instructions in the Notice of Internet Availability to request those materials.
The Company’s ordinary shareholders of record shall receive printed copies of the proxy materials in the mail.
Who can vote at the Meeting?
Ordinary shareholders
Only ordinary shareholders of record registered in the register of members at 6:30 p.m. London Time (1:30 p.m. Eastern Time) on May 8, 2024 will be entitled to attend and vote at the Meeting.
As of March 13, 2024 (the record date for ADS holders), the Company’s issued ordinary share capital consisted of 38,348,732 ordinary shares, carrying one vote each.
You are encouraged to appoint the Chair of the Meeting as your proxy. If you appoint any person other than the Chair of the Meeting as your proxy, that person may not be entitled to attend the Meeting.
If you sell or transfer your ordinary shares in the Company on or prior to May 8, 2024, your form of proxy can no longer be used and if submitted (whether before or after you sell or transfer your ordinary shares) will be treated as invalid. Please pass this document to the person who arranged the sale or transfer for delivery to the purchaser or transferee. The purchaser or transferee should contact Gemma Brown, Company Secretary, to request a new form of proxy for its use.
Beneficial owners of ordinary shares which are registered in the name of a broker, bank or other agent
If, on March 13, 2024, your ordinary shares were held in an account at a brokerage firm, bank or other similar organization and you are the beneficial owner of shares, these proxy materials should be forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Meeting. You are encouraged to provide voting instructions to your broker or other agent so that they may submit a proxy.
Holders of American Depositary Shares
You are entitled to exercise your vote as a holder of an interest in the capital of the Company represented by ADSs if you or your brokerage firm, bank or nominee was registered as a holder of ADSs in the ADS register maintained by The Bank of New York Mellon Corporation (the depositary for the Company’s ADS program)
as of 5:00 p.m. Eastern Time on Wednesday, March 13, 2024 (the record date for ADS holders).
If you held ADSs through a bank, broker, or nominee on March 13, 2024, the Notice of Internet Availability with instructions for accessing the proxy materials and for voting via the Internet will be directly made available to you on or about March 22, 2024.
The Notice of Internet Availability will also provide the date, time, and location of the Meeting; the matters to be acted upon at the meeting and the Board of Directors’ recommendation with regard to each matter; a toll-free number, an e-mail address and a website where ADS holders can request a paper or e-mail copy of our proxy statement and the ADS voting instruction card if desired, our Annual Report on Form 10-K for fiscal year 2023, and our U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023, along with the related directors’ and independent auditor's reports. ADS holders will not be able to attend the Meeting in person. Please use the Internet to transmit your voting instructions
by no later than 11:59 p.m. Eastern Time on May 2, 2024
.
If you wish to vote by mail by requesting paper copies of the proxy materials, please submit the request for paper copies of the proxy materials prior to April 19, 2024. Please note that ADS voting instruction cards submitted by ADS holders must be received by The Bank of New York Mellon Corporation
no later than 12:00 p.m. Eastern Time on May 3, 2024.
The Bank of New York Mellon Corporation will collate all votes properly submitted by ADS holders and submit a vote on behalf of all ADS holders.
Contacts for ADS holders
If at any point you require guidance, please contact Gemma Brown, Company Secretary, by telephone at +44(0)1865 818808.
2
What are the requirements to elect the directors and approve each of the proposals?
You may cast your vote for or against proposals 1 through 8 or abstain from voting your shares on one or more of these proposals.
Proposals 1 through 8 will be proposed as ordinary resolutions. Under English law, assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the Meeting and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.
The result of the shareholder votes on the ordinary resolutions in proposals 4, 5, 7, and 8 regarding re- appointment of PricewaterhouseCoopers LLP as our U.K. statutory auditors, the ratification the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, receipt of our U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 and approval of our U.K. statutory directors’ annual report on compensation for the fiscal year ended December 31, 2023 will not require our Board of Directors or any committee thereof to take any action. Our Board of Directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on proposals 4, 5, 7 and 8.
3
What are the voting recommendations of our Board regarding the election of directors and other proposals?
The following table summarizes the items that will be brought for a vote of our shareholders at the Meeting, along with the Board’s voting recommendations.
| Proposal | Description of Proposal | Board’s Recommendation | ||||||||||||
| 1 | Re-election of William Enright to the Board of Directors | FOR | ||||||||||||
| 2 | Re-election of Alex Hammacher to the Board of Directors | FOR | ||||||||||||
| 3 | Re-election of Robin Wright to the Board of Directors | FOR | ||||||||||||
| 4 | Re-appointment of PricewaterhouseCoopers LLP as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders | FOR | ||||||||||||
| 5 | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 | FOR | ||||||||||||
| 6 | Authorization for the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2024 | FOR | ||||||||||||
| 7 | To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 | FOR | ||||||||||||
| 8 | Approval of the Company’s U.K. statutory directors’ annual report on compensation for the fiscal year ended December 31, 2023, which is set forth in Annex A | FOR | ||||||||||||
What constitutes a quorum?
Consistent with the Nasdaq Stock Market LLC (“Nasdaq”) rules applicable to us as a U.S. domestic registrant and in accordance with our Articles of Association, we require qualified persons present at a meeting and between them holding (or being the proxy or corporate representative of the holders of) at least 33
1
⁄
3
percent in number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted at the Meeting.
ADS holders are the beneficial owners of the ordinary shares underlying their respective ADSs and therefore the Bank of New York Mellon Corporation (as the Company’s depositary) shall attend the Meeting (either in person or by proxy) in order to vote the underlying ordinary shares on behalf of the ADS holders in accordance with the ADS voting instructions cards received from ADS holders.
If you are an ordinary shareholder of record, your shares will be counted towards the quorum only if you are present in person or represented by proxy at the Meeting. A member represented by a proxy at the Meeting will be counted towards the quorum requirement even where the proxy abstains from voting. If a form of proxy does not instruct the proxy how to vote, the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting, but the member represented by that proxy at the Meeting will be counted towards the quorum requirement.
If there is no quorum, the Meeting will stand adjourned to such time, date and place as may be fixed by the Chair of the Meeting (being not less than 10 clear days after the date of the original meeting). We require a quorum of at least 33
1
⁄
3
percent in number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted if the Meeting is reconvened, consistent with the Nasdaq rules applicable to us as a U.S. domestic registrant and our Articles of Association. If such quorum is not present at the adjourned meeting within 15 minutes (or such longer interval as the Chair of the Meeting in their absolute discretion thinks fit) from the time appointed for holding the meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members and in all other cases shall stand adjourned to another time, date and place as may be fixed by the Chair of the Meeting (being not less than 10 clear days after the date of the original meeting).
How do I vote my ADSs?
If you held ADSs through a brokerage firm, bank or nominee on March 13, 2024, the Notice of Internet Availability of Proxy Materials will be directly made available to you. The organization holding your account is considered the ADS holder of record.
Please use the Internet to transmit your voting instructions
by no later than 11:59 p.m. Eastern Time on May 2, 2024
.
If you wish to vote by mail by requesting paper copies of the proxy materials, please submit the request for paper copies of the proxy materials prior to April 19, 2024. Please note that ADS voting instructions cards submitted by ADS holders must be received by The Bank of New York Mellon Corporation (as depositary for the Company’s ADS program)
no later than 12:00 p.m. Eastern Time on Friday, May 3, 2024
.
The Bank of New York Mellon Corporation will collate all votes properly submitted by ADS holders and, provided they are received in time and in compliance with the ADS voting instructions, vote the ordinary shares underlying the ADSs as instructed by you.
Contacts for ADS holders
If at any point you require guidance, please contact Gemma Brown, Company Secretary, by telephone at +44(0)1865 818808.
4
How do I vote my shares?
If you are an ordinary “shareholder of record”,
you may appoint a proxy to vote on your behalf by completing and signing the form of proxy and returning it in the envelope provided. All proxies must be lodged with our registrar (Computershare) by no later than
1:00 p.m. London Time (8:00 a.m. Eastern Time) on May 8, 2024
.
You are encouraged to appoint the Chair of the Meeting as your proxy. If you appoint any person other than the Chair of the Meeting as your proxy, that person may not be entitled to attend the Meeting. If you properly give instructions as to your proxy appointment by executing and returning a form of proxy and your proxy appointment is not subsequently revoked, your shares will be voted in accordance with your instructions.
If your ordinary shares are held in an account at a brokerage firm, bank or similar organization, you should follow directions provided by your broker, bank or other nominee.
How will my ADSs or my shares be voted if I do not specify how they should be voted?
For ADS holders, if you have not returned your ADS voting instructions card in compliance with the ADS voting instructions or voted online on or by phone as set out on the Notice of Internet Availability of Proxy Materials or if you have failed to indicate how you would like your ADSs to be voted, the Bank of New York Mellon Corporation shall not vote or attempt to exercise the right to vote attaching to your deposited ordinary shares. The Bank of New York Mellon Corporation may only vote or attempt to exercise the right to vote attaching to your deposited shares in accordance with the ADS voting instructions submitted by you.
For ordinary shareholders of record, if you sign and send your form of proxy but do not indicate how you want your shares to be voted, your shares may be voted by the person that you appoint as your proxy as he or she sees fit or such person may abstain in relation to any business of the Meeting.
Can I change my vote or revoke a proxy?
A registered holder of ordinary shares can revoke his or her proxy before the time of voting at the Meeting in several ways by:
(1)
mailing a revised form of proxy dated later than the prior form of proxy; or
(2)
notifying Gemma Brown, Company Secretary, in writing that you are revoking your proxy. Your revocation must be received at our registered office before the Meeting to be effective.
A shareholder would also be able to revoke his or her proxy by voting in person at the Meeting.
If your ordinary shares are held in an account at a brokerage firm, bank or similar organization, you may change or revoke your voting instructions by contacting the broker, bank or other nominee holding the shares or by your broker, bank or other nominee validly appointing you as proxy to attend at the Meeting.
Who counts the votes?
Computershare has been engaged as our independent agent to tabulate shareholder votes. If you are an ordinary shareholder of record, you can return your executed form of proxy to Computershare for tabulation (see instructions on the form of proxy). If you hold your ordinary shares through a broker, your broker will return the form of proxy to Computershare.
If you are a holder of record of ADSs, you can vote via the Internet in the manner instructed on the Notice of Internet Availability or return your executed ADS voting instruction card, if one is requested, to The Bank of New York Mellon Corporation for tabulation. If you hold your ADSs through a broker, bank or other organization, that organization can return the voting instruction to The Bank of New York Mellon Corporation following your instruction. The Bank of New York Mellon Corporation will submit your votes to Computershare for tabulation.
How are votes counted?
Votes will be counted by Computershare, who will separately count “for” and “against” votes, and “votes withheld” or abstentions. A “vote withheld” or abstention will not be counted in the calculation of the votes “for” and “against” a resolution.
How many votes do I have?
On a show of hands, each ordinary shareholder of record present in person, and each duly authorized representative present in person of a shareholder that is a corporation, has one vote. On a show of hands, each proxy present in person who has been duly appointed by one or more shareholders has one vote, but a proxy has one vote for and one vote against a resolution if, in certain circumstances, the proxy is instructed by more than one shareholder to vote in different ways on a resolution. On a poll, each shareholder present in person or by proxy or, in the case of a corporation, by a duly authorized representative has one vote for each share held by the shareholder.
The holders of ADSs are entitled to one vote per ADS on all matters that are subject to shareholder vote. If you are an ADS holder and have voted via the Internet in the manner instructed on the Notice of Internet Availability or submitted your ADS voting instructions card, if one is requested, in time and in compliance with the ADS voting instructions, The Bank of New York Mellon Corporation will attend the Meeting (either in person or by appointing a proxy) and vote the ordinary shares underlying your ADSs as directed by you in accordance with your ADS voting instructions card.
How do you solicit proxies?
At our discretion, we may engage a proxy solicitation firm to assist us with the solicitation process, for which we will bear the costs of any such engagement. The initial solicitation of proxies may be supplemented by additional mail communications and by telephone, fax, e-mail, internet and personal solicitation by our
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directors, officers or other employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other employees for their proxy solicitation efforts. We also reimburse The Bank of New York Mellon Corporation for their expenses in sending materials, including ADS voting instruction cards, to ADS holders of record.
What do I do if I receive more than one notice or form of proxy?
If you hold your ordinary shares or your ADSs in more than one account, you will receive a form of proxy or an ADS voting instruction card (as applicable) for each account. To ensure that all of your shares or ADSs are voted, please sign, date and return all proxy forms or ADS voting instruction cards (as applicable). Please be sure to vote all of your shares or ADSs.
What is Computershare’s role?
Computershare is our registrar and has been engaged to tabulate shareholder votes in connection with the Meeting. All communications concerning ordinary shareholder of record accounts, including address changes, name changes, ordinary share transfer requirements and similar issues can be handled by contacting Computershare by telephone or by writing to Computershare, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom.
How can I find out the results of the voting at the Meeting?
Voting results will be announced by the filing of a current report on Form 8-K with the Securities and Exchange Commission (the “SEC”) within four business days after the Meeting. If final voting results are unavailable at that time, we will file an amended current report on Form 8-K within four business days of the day the final results are available.
Directions to Meeting
Directions to our Meeting, which is to be held at Goodwin Procter (UK) LLP, Sancroft, 10-15 Newgate Street, London, EC1A 7AZ, are available at: www.barinthusbio.com.
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ELECTION OF DIRECTORS
Our Board of Directors currently consists of seven members. In accordance with the terms of our Articles of Association, our Board of Directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:
•
the Class I directors are Pierre A. Morgon and Joseph C. F. Scheeren and their terms will expire at the annual general meeting to be held in 2025;
•
the Class II directors are Karen T. Dawes and Anne M. Phillips, and their terms will expire at the annual general meeting to be held in 2026; and
•
the Class III directors are William Enright, Alex Hammacher and Robin Wright, and their terms will expire at the annual general meeting to be held in 2024.
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual general meeting in the year in which their term expires.
Our Board of Directors has nominated William Enright, Alex Hammacher and Robin Wright for election as the Class III directors at the Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors.
In connection with proposals 1, 2 and 3, we set forth the biographical information for the nominees to our Board of Directors. For biographical information for the other directors see
Board of Directors and Corporate Governance
.
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PROPOSAL 1 — RE-ELECTION OF WILLIAM ENRIGHT TO THE BOARD OF DIRECTORS
William Enright is currently a member of our Board of Directors and has been nominated for re- election as a director. If elected, he will hold office from the date of his election until the 2027 annual general meeting of shareholders where he must retire by rotation and offer himself for re-election, or until his earlier death, resignation or removal. Mr. Enright has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
William Enright
has been our Chief Executive Officer and a member of our board of directors since August 2019. From June 2008 to November 2018, Mr. Enright served as the Chief Executive, President and Director of Altimmune, Inc., a biopharmaceutical company. Prior to joining Altimmune, Inc., Mr. Enright held various positions at GenVec, Inc. (acquired by Precigen, Inc.), leaving as Head of Business Development. He currently serves on the Board of Directors and Chair of the Compensation Committee of BullFrog AI, Inc. Bill brings a breadth of experiences in a variety of positions within the life science/biotech industry, including time as a consultant, a bench scientist and 12 years with Life Technologies, Inc. (acquired by Thermo-Fisher), working in various senior level licensing, business management, manufacturing and research roles. Mr. Enright holds a MA and BS in Biology from SUNY at Buffalo and a MS in Business Management from Johns Hopkins University. We believe that Mr. Enright is qualified to serve on our board of directors because of his considerable management experience in the biopharmaceutical industry.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE
FOR
THE RE-ELECTION OF WILLIAM ENRIGHT TO THE BOARD OF DIRECTORS
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PROPOSAL 2 — RE-ELECTION OF ALEX HAMMACHER TO THE BOARD OF DIRECTORS
Alex Hammacher is currently a member of our Board of Directors and has been nominated for re- election as a director. If elected, he will hold office from the date of his election until the 2027 annual general meeting of shareholders where he must retire by rotation and offer himself for re-election, or until his earlier death, resignation or removal. Dr. Hammacher has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
Alex Hammacher
has been a member of our board of directors since January 2020. Dr. Hammacher is Head of Strategic Operations & Corporate Finance at Oxford Sciences Enterprises, a venture capital firm partnered with Oxford University, a position he has held since October 2019. Prior to joining Oxford Sciences Enterprises, Dr. Hammacher held positions of increasing seniority at Lazard, an investment banking firm, from October 2015 to October 2019, most recently as Director of Healthcare Investment Banking, and UBS, an investment banking firm, from July 2007 to September 2015. Dr. Hammacher received a BA and BM BCh from Oxford University. We believe Dr. Hammacher is qualified to serve on our board of directors because of his extensive investment experience in the life sciences industry.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE RE-ELECTION OF ALEX HAMMACHER TO THE BOARD OF DIRECTORS
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PROPOSAL 3 — RE-ELECTION OF ROBIN WRIGHT TO THE BOARD OF DIRECTORS
Robin Wright is currently a member of our Board of Directors and has been nominated for re-election as a director. If elected, he will hold office from the date of his election until the 2027 annual general meeting of shareholders where he must retire by rotation and offer himself for re-election, or until his earlier death, resignation or removal. Mr. Wright has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
Robin Wright
has served as our chairman since October 2018 and a member of our board of directors since August 2018. Mr. Wright has extensive senior level experience as a CFO of public companies in both the pharmaceutical and biotechnology industries. Mr. Wright has served as the Chief Financial Officer of MiNa Therapeutics since January 2021. From September 2020 to October 2020, Mr. Wright was our interim Chief Financial Officer. From September 2015 to May 2020, Mr. Wright was the Chief Financial Officer of Pharming Group N.V., a biopharmaceutical company. Mr. Wright holds a BA degree in Chemistry from Oxford University and is a Fellow of the Institute of Chartered Accountants in England and Wales in the UK. We believe Mr. Wright is qualified to serve on our board of directors because of his extensive management experience and financial expertise in the life sciences industry.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE
FOR
THE RE-ELECTION OF ROBIN WRIGHT TO THE BOARD OF DIRECTORS
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PROPOSAL 4 — RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS U.K. STATUTORY AUDITORS OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS
At each meeting at which the accounts are laid before shareholders, the Company is required to appoint U.K. statutory auditors to serve until the next such meeting. Proposal 4 seeks your approval of the re-appointment of PricewaterhouseCoopers LLP to serve as our U.K. statutory auditor, to hold office until the conclusion of the next annual general meeting of shareholders. In the event this proposal does not receive the affirmative vote of the holders of a majority of the shares entitled to vote and who are present in person or represented by a proxy at the Meeting, the Board of Directors may appoint an auditor to fill the vacancy. If the re-appointment of PricewaterhouseCoopers LLP is approved, the Audit Committee, at its discretion, may nonetheless direct the appointment of a different U.K. statutory auditor at any time it decides that such a change would be in the best interest of the Company and its shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS U.K. STATUTORY AUDITORS OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS