aTYR PHARMA INC — Proxy Solicitation & Information Statement 2025

Mar 19, 2025

DEFA14A 1 2025_nna_proxy_card.htm DEFA14A DEFA14A

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  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 under § 240.14a-12

ATYR PHARMA, 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 all boxes that apply):

 No fee required

 Fee paid previously with preliminary materials

 Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

aTyr Pharma, Inc. Annual Meeting of Stockholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR EACH BOARD OF DIRECTORS NOMINEE UNDER PROPOSAL 1 AND FOR ON PROPOSALS 2, 3, 4 AND 5 PROPOSAL 1. To elect two Class III directors, as nominated by the Company's Board of Directors (the "Board of Directors"), to hold office until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified; 1.01 Svetlana Lucas, Ph.D. 1.02 Sanjay S. Shukla, M.D., M.S. 2. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024; 3. To approve, on an advisory basis, the compensation of the Company's named executive officers; 4. To approve an amendment to the aTyr Pharma, Inc. 2015 Stock Option and Incentive Plan, as amended; 5. To approve the authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4; and 6. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR EACH BOARD OF DIRECTORS NOMINEE UNDER PROPOSAL 1 AND FOR ON PROPOSALS 2, 3 AND 4
PROPOSAL

1. To elect two Class I directors, as nominated by the Company's Board of Directors (the "Board of Directors"), to hold office until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified;

1.01 Paul Schimmel, Ph.D.

1.02 Sara L. Zaknoen, M.D.

1. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025;

2. To approve, on an advisory basis, the compensation of the Company's named executive officers;

3. To approve an amendment to the aTyr Pharma, Inc. 2015 Stock Option and Incentive Plan, as amended; and

4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

aTyr Pharma, Inc. Annual Meeting of Stockholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR EACH BOARD OF DIRECTORS NOMINEE UNDER PROPOSAL 1 AND FOR ON PROPOSALS 2, 3 AND 4 PROPOSAL 1. To elect two Class I directors, as nominated by the Company's Board of Directors (the "Board of Directors"), to hold office until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified; 1.01 Paul Schimmel, Ph.D. 1.02 Sara L. Zaknoen, M.D. 2. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025; 3. To approve, on an advisory basis, the compensation of the Company's named executive officers; 4. To approve an amendment to the aTyr Pharma, Inc. 2015 Stock Option and Incentive Plan, as amended; and 5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

aTyr Pharma, Inc. Annual Meeting of Stockholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR EACH BOARD OF DIRECTORS NOMINEE UNDER PROPOSAL 1 AND FOR ON PROPOSALS 2, 3 AND 4 PROPOSAL 1. To elect two Class I directors, as nominated by the Company's Board of Directors (the "Board of Directors"), to hold office until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified; 1.01 Paul Schimmel, Ph.D. 1.02 Sara L. Zaknoen, M.D. 2. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025; 3. To approve, on an advisory basis, the compensation of the Company's named executive officers; 4. To approve an amendment to the aTyr Pharma, Inc. 2015 Stock Option and Incentive Plan, as amended; and 5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.