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CURIS INC Proxy Solicitation & Information Statement 2017

Apr 3, 2017

34952_rns_2017-04-04_b7c8f69e-e4f2-429a-b2d2-638a5a73dbb2.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d357031ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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 Rule 14a-12

CURIS, 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):

No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
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.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

***** Exercise Your** Right **to Vote *****

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 16, 2017

CURIS, INC. Meeting Information — Meeting Type: Annual Meeting
For holders as of: March 20, 2017
Date: May 16, 2017 Time: 10:00 AM EDT
CURIS, INC. 4 MAGUIRE
ROAD LEXINGTON, MA 02421 Location: Wilmer Cutler Pickering Hale and Dorr LLP 60
State Street Boston, MA 02109
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.
See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy Statement 2. Form 10-K and Annual Report 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* :
[email protected] * 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. 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 May 02, 2017 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder 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. At the meeting, you will need to request a ballot to vote these shares. 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 proxy card.

Voting items

The Board of Directors recommends you vote
FOR the following:
1. Election of our Class III Directors
Nominees
01 Ali Fattaey 02 Martyn D. Greenacre 03 Kenneth I.
Kaitin
The Board of Directors recommends you vote FOR proposals 2, 3 and 4.
2. Approve the Second Amended and Restated 2010 Stock Incentive Plan.
3. Approve the Amended and Restated 2010 Employee Stock Purchase Plan.
4. To approve an advisory vote on executive compensation.
The Board of Directors recommends you vote 3 YEARS on the following proposal:
5. Recommend, on an advisory basis, the frequency of future executive
compensation advisory votes.
The Board of Directors recommends you vote FOR the
following proposal:
6. To ratify the appointment of PricewaterhouseCoopers LLP as the
Company’s independent registered public accounting firm for the current fiscal year.
NOTE: Such other business as may properly come
before the meeting or any adjournment thereof.