IMMUNIC, INC. — Proxy Solicitation & Information Statement 2019

Jun 18, 2019

DEF 14A 1 imux-def14a_071619.htm DEFINITIVE PROXY STATEMENT

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ANNUAL MEETING OF SHAREHOLDERS OF

IMMUNIC, INC.

July 16, 2019

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL : The Notice of Meeting, proxy statement and proxy card are available at - http://www.astproxyportal.com/ast/22742/

Please sign, date and mail your proxy card in the envelope provided as soon as possible.

Please detach along perforated line and mail in the envelope provided.

10133300000000001000 2 071619

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTOR AND “FOR” PROPOSALS 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

1. Election of Director for a term expiring at the 2022 Annual Meeting of Shareholders: — ☐	NOMINEE:
	FOR
NOMINEE	Dr. Jörg Neermann
☐	WITHHOLD AUTHORITY FOR
NOMINEE
To
change the address on your account, please check the box at right and indicate your new
address in the address space above. Please note that changes to the registered name(s)
on the account may not be submitted via this method.		☐

2.	Ratification of appointment of Baker Tilly Virchow Krause, LLP as independent auditors for fiscal year 2019	FOR — ☐	AGAINST — ☐	ABSTAIN — ☐
3.	Approval of the adoption of the Amended and Restated Certificate of
Incorporation	☐	☐	☐
4.	Approval of the 2019 Omnibus Plan	☐	☐	☐
In their discretion, the proxies
are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed
will be voted as directed herein by the undersigned shareholder. If no
direction is made, this proxy will be voted FOR the Nominee in Proposal 1 and FOR Proposals 2, 3 and 4.
MARK “X” HERE IF YOU
PLAN TO ATTEND THE MEETING. ☐

Signature of Shareholder Date: Signature of Shareholder Date:

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

ANNUAL MEETING OF SHAREHOLDERS OF

IMMUNIC, INC.

July 16, 2019

PROXY VOTING INSTRUCTIONS

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

Vote online/phone until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

IN PERSON - You may vote your shares in person by attending the Annual Meeting.

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

| COMPANY

NUMBER
ACCOUNT
NUMBER

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL : The Notice of Meeting, proxy statement and proxy card are available at - http://www.astproxyportal.com/ast/22742/

Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.

10133300000000001000 2 071619

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTOR AND “FOR” PROPOSALS 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

1. Election of Director for a term expiring at the 2022 Annual Meeting of Shareholders: — ☐	NOMINEE:
	FOR NOMINEE	Dr. Jörg
Neermann
☐	WITHHOLD AUTHORITY FOR NOMINEE
To change the address on your account, please check the box at right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the account may not be submitted via this method.		☐

2.	Ratification of appointment of Baker Tilly Virchow Krause, LLP as independent auditors for fiscal year 2019	FOR — ☐	AGAINST — ☐	ABSTAIN — ☐
3.	Approval of the adoption of the Amended and Restated Certificate of Incorporation	☐	☐	☐
4.	Approval of the 2019 Omnibus Plan	☐	☐	☐
In
their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting.
This proxy when properly executed will be voted as directed herein by the undersigned shareholder. If no direction is made,
this proxy will be voted FOR the Nominee in Proposal 1 and FOR Proposals 2, 3 and 4.
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. ☐

Signature of Shareholder Date: Signature of Shareholder Date:

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

☐

IMMUNIC, INC.

Proxy for Annual Meeting of Shareholders on July 16, 2019

Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Dr. Daniel Vitt and Dr. Duane Nash, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Shareholders of IMMUNIC, INC., to be held July 16, 2019, and at any adjournments or postponements thereof, as follows:

(Continued and to be signed on the reverse side)

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