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CURIS INC Remuneration Information 2020

Apr 22, 2020

34952_rns_2020-04-22_15933404-3369-4bc1-8ac1-a3b567e6d5fd.zip

Remuneration Information

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DEFA14A 1 d857223ddefa14a.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 June 4, 2020.

CURIS, INC. Meeting Information — Meeting Type: For holders as of: Annual Meeting April 6, 2020
Date: June 4, 2020 Time: 10:00 AM EDT
Location: Meeting live via the Internet-please visit
www.virtualshareholdermeeting.com/CRIS2020.
The company will be hosting
the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/CRIS2020 and be sure to have the information that is printed in the box marked by the arrow (located on the following page).
CURIS, INC.
128 SPRING STREET LEXINGTON, MA 02421 You are receiving this communication because you hold shares in the company named above. 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:
NOTICE AND PROXY STATEMENT ANNUAL REPORT AND FORM 10-K
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 21, 2020 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote By Internet:
Before The Meeting:
Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
During The Meeting:
Go to www.virtualshareholdermeeting.com/CRIS2020. Have the information that is printed in the box marked by the arrow (located on the following page) 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 ALL the following:
1. Election of our Class III Directors
Nominees:
01) Martyn D. Greenacre
02) Kenneth I. Kaitin
The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5 and 6.
2. To approve the second amendment to the Third Amended and Restated 2010 Stock Incentive Plan to reserve an
additional 1,300,000 shares of Common Stock for issuance under the plan.
3. To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized
shares of our Common Stock from 101,250,000 to 151,875,000.
4. To approve an advisory vote on executive compensation.
5. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2020.
6. To approve, for purposes of
Nasdaq Listing Rule 5635(d), the issuance of additional shares of our common stock to Aspire Capital Fund, LLC.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.