FATE THERAPEUTICS INC — Proxy Solicitation & Information Statement 2017

Mar 22, 2017

DEFA14A 1 d334013ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Fate Therapeutics, 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):

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Important Notice of Availability of Proxy Materials for the Stockholder Meeting of

FATE THERAPEUTICS, INC.

To Be Held On:

May 2, 2017 at 8:00 a.m. Pacific Time

3535 General Atomics Court, Suite 200, San Diego, California 92121

COMPANY NUMBER
ACCOUNT NUMBER
CONTROL NUMBER

| This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge

to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 04/21/17. Please visit http://www.astproxyportal.com/ast/18615/, where the following materials are available for view:
		• Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report on Form 10-K
TO REQUEST MATERIAL:		TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) E-MAIL: info@amstock.com WEBSITE:
http://www.amstock.com/proxyservices/requestmaterials.asp
TO VOTE:	●	ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date. IN PERSON: You may vote your shares in person by attending the Annual Meeting. TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call. MAIL: You may request a card by following the instructions above.

| 1. Election of two class I directors: NOMINEES: Robert S. Epstein, M.D., M.S. John D. Mendlein, Ph.D., J.D. | 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, 2017. | | --- | --- | | 3. | To approve, under applicable Nasdaq listing rules, the issuance of 14,097,745 shares of the Company’s common stock upon the conversion of 2,819,549 outstanding shares of the Company’s Class A Convertible Preferred Stock. | | 4. | To approve an amendment and restatement of the Company’s 2013 Stock Option and Incentive Plan and to approve the material terms for payment of performance-based compensation. | | 5. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. | | In her discretion, the proxy is authorized to vote upon such other business as may properly come before the Annual Meeting. | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2, 3 AND 4. | | | Please note that you cannot use this notice to vote by mail. | |