BIOCRYST PHARMACEUTICALS, INC. 4505 Emperor Blvd., Suite 200 Durham, North Carolina 27703
Total Page：16
File Type：pdf, Size：1020Kb
BIOCRYST PHARMACEUTICALS, INC. 4505 Emperor Blvd., Suite 200 Durham, North Carolina 27703 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held June 20, 2018 To the Stockholders of BioCryst Pharmaceuticals, Inc.: Notice is hereby given that the Annual Meeting of Stockholders of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be held at our corporate offices at 4505 Emperor Blvd., Suite 200, Durham, NC 27703 on Wednesday, June 20, 2018 at 10:00 a.m., Eastern Daylight Time (the “Meeting”), for the following purposes: 1. To elect the two directors nominated in this Proxy Statement to serve for a term of three years and until a successor is duly elected and qualified; 2. To ratify the selection of Ernst & Young LLP as our independent registered public accountants for 2018; 3. To hold an advisory vote approving the Company’s executive compensation; 4. To transact such other business as may properly come before the Meeting or any adjournment thereof. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSALS 1, 2 AND 3. The proposals are further described in the Proxy Statement. The Board of Directors has fixed the close of business on May 2, 2018 as the record date for the determination of stockholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. The Meeting may be adjourned from time to time without notice other than announcement at the Meeting, and any business for which notice of the Meeting is hereby given may be transacted at any such adjournment. A list of the stockholders entitled to vote at the Meeting will be open to examination by any stockholder, for any purpose germane to the Meeting, during ordinary business hours, for a period of at least ten days prior to the Meeting at the principal executive offices of the Company in Durham, North Carolina. Please review carefully the Proxy and Proxy Statement. BY ORDER OF THE BOARD OF DIRECTORS Alane P. Barnes, Corporate Secretary Durham, North Carolina May 10, 2018 ALL STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE PROMPTLY. A PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT. IF YOU ATTEND THE MEETING, YOUR PROXY WILL NOT BE COUNTED WITH RESPECT TO ANY MATTER UPON WHICH YOU VOTE IN PERSON. TABLE OF CONTENTS Page PROXY STATEMENT ............................................................................................................................................ 1 ITEMS TO BE VOTED UPON ............................................................................................................................... 3 1. ELECTION OF DIRECTORS ............................................................................................................................. 3 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS ..... 5 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION ............................................................. 7 CORPORATE GOVERNANCE .............................................................................................................................. 7 EXECUTIVE OFFICERS ........................................................................................................................................ 11 COMPENSATION DISCUSSION AND ANALYSIS ............................................................................................ 12 SUMMARY COMPENSATION TABLE ............................................................................................................... 21 GRANTS OF PLAN-BASED AWARDS IN 2017 .................................................................................................. 22 OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2017........................................................................ 23 2017 OPTION EXERCISES AND STOCK VESTED ............................................................................................ 25 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL ............................................ 26 2017 DIRECTOR COMPENSATION ..................................................................................................................... 30 AUDIT COMMITTEE REPORT ............................................................................................................................. 32 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ............................. 33 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE ..................................................... 35 STOCKHOLDER PROPOSALS ............................................................................................................................. 35 NO INCORPORATION BY REFERENCE ............................................................................................................ 36 OTHER MATTERS ................................................................................................................................................. 36 GENERAL INFORMATION .................................................................................................................................. 36 BIOCRYST PHARMACEUTICALS, INC. 4505 Emperor Blvd., Suite 200 Durham, North Carolina 27703 PROXY STATEMENT General This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of BioCryst Pharmaceuticals, Inc. (“BioCryst” or the “Company”) for the Annual Meeting of Stockholders of the Company to be held at our corporate offices at 4505 Emperor Blvd., Suite 200, Durham, NC 27703 on Wednesday, June 20, 2018 at 10:00 a.m., Eastern Daylight Time, and any adjournment thereof (the “Meeting”) and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. In this document, the words “BioCryst,” “the Company,” “we,” “our,” “ours,” and “us” refer only to BioCryst Pharmaceuticals, Inc. and not any other person or entity. We are taking advantage of Securities and Exchange Commission (“SEC”) rules that allow us to deliver proxy materials to our stockholders on the Internet. Under these rules, we are sending our stockholders a one-page notice regarding the Internet availability of proxy materials instead of a full printed set of proxy materials. Our stockholders will not receive printed copies of the proxy materials unless specifically requested. Instead, the one-page notice that our stockholders receive will tell them how to access and review on the Internet all of the important information contained in the proxy materials. This notice also tells our stockholders how to submit their proxy card on the Internet and how to request to receive a printed copy of our proxy materials. We expect to provide notice and electronic delivery of this Proxy Statement to such stockholders on or about May 10, 2018. Purpose of the Meeting The matters to be considered at the Meeting are: 1. To elect the two directors nominated in this Proxy Statement to serve for a term of three years and until a successor is duly elected and qualified; 2. To ratify the selection of Ernst & Young LLP as our independent registered public accountants for 2018; 3. To hold an advisory vote regarding executive compensation; 4. To transact such other business as may properly come before the Meeting or any adjournment thereof. Revocation and Voting of Proxies Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time prior to the voting thereof, by giving written notice to our Corporate Secretary at our principal executive offices, 4505 Emperor Blvd., Suite 200 Durham, NC 27703 or by voting in person at the Meeting. Attendance at the Meeting will not, by itself, revoke a proxy. All valid, unrevoked proxies will be voted as directed. In the absence of any contrary directions, proxies received by the Board will be voted as follows: ● FOR the election of each of the nominees named in this Proxy Statement for director of the Company; ● FOR ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accountants for 2018; and ● FOR approval of the advisory resolution regarding executive compensation. With respect to such other matters as may properly come before the Meeting, votes will be cast in the discretion of the appointed proxies. 1 Voting and Quorum Only holders of record (the “Stockholders”) of our common stock (the “Common Stock”) as of the close of business on May 2, 2018 (the “Record Date”) will be entitled to notice of and to vote at the Meeting. At May 2, 2018 there were 98,716,856 shares of Common Stock outstanding. Stockholders are entitled to vote in any one of the following ways: 1. In Person. Stockholders who choose to attend the Meeting can vote in person at the Meeting by presenting a form of photo identification acceptable to the Company. 2. By Internet. Stockholders can vote on the Internet by following the instructions provided in the one-page notice regarding the Internet availability of proxy materials. 3. By Mail. Stockholders can vote by mail after requesting a paper copy of the proxy materials, including a proxy card, by following the instructions provided in the one-page notice regarding the Internet availability of proxy materials. 4. By Telephone: Stockholders can vote over the telephone using the toll-free telephone number obtained by accessing the website set forth in the instructions provided in the one-page notice regarding the Internet availability of