DEF 14A 1 e5638_def14a.htm FORM DEF 14A

 

 

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

 

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

 

ANAVEX LIFE SCIENCES CORP.

(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 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

 

 

 

ANAVEX LIFE SCIENCES CORP.
630 Fifth Avenue, 20th Floor, New York, NY 10111

 

Dear Stockholder:

 

You are invited to attend the 2024 Annual Meeting of Stockholders of Anavex Life Sciences Corp. which will be held at the offices of K&L Gates LLP, 599 Lexington Avenue, New York, NY 10022 on Tuesday, June 18, 2024, 10:00 a.m. Eastern Daylight Time.

 

Details regarding the meeting and the business to be conducted are described in the accompanying proxy statement. The proxy statement contains information on matters to be voted upon at the 2024 Annual Meeting of Stockholders or any adjournments or postponements of that meeting. In addition to considering the matters described in the proxy statement, we will report on matters of interest to our stockholders.

 

We are pleased to inform you that instead of a paper copy of our proxy materials, most of our stockholders will be mailed a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”). The Notice of Internet Availability contains instructions on how to access proxy materials and how to submit your proxy over the Internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials, if desired. All stockholders who do not receive a Notice of Internet Availability will be mailed a paper copy of the proxy materials. Furnishing proxy materials over the internet allows us to provide our stockholders with the information they need in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

 

Whether or not you plan to attend the meeting, we encourage you to vote as soon as possible to ensure that your shares are represented at the meeting. The proxy statement explains more about proxy voting, so please read it carefully. Please complete, date, sign and return the accompanying proxy in the enclosed envelope, or vote online or by telephone using the instructions included on the proxy card, to ensure the presence of a quorum at the meeting. Even if you have voted by proxy, and you attend the meeting, you may, if you prefer, revoke your proxy and vote your shares in person. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you will not be permitted to vote in person at the meeting unless you first obtain a legal proxy issued in your name from the record holder.

 

On or about May 6, 2024, we expect to mail to our stockholders the Notice of Internet Availability that contains notice of the Meeting and instructions on how to access our proxy materials on the internet, how to vote at the Meeting and how to request printed copies of the proxy materials. The Proxy Statement and 2023 Annual Report will be available at https://www.viewproxy.com/Anavex/2024.

 

We look forward to your continued support.

 

  Sincerely,
  /s/ Christopher Missling, PhD.
  Christopher Missling, PhD.
  Chief Executive Officer
May 6, 2024  

 

1

 

 
TABLE OF CONTENTS  
   
QUESTIONS AND ANSWERS ABOUT THE 2024 MEETING 3
PROPOSAL 1 ----ELECTION OF DIRECTORS 8
General 8
Information Concerning Director Nominees 8
Corporate Governance 9
The Board and Board Committees 11
Anti-Hedging Policy 13
Stockholder Recommendations for Board Candidates 13
Stockholder Communications with the Board 13
Vote Required 13
Board Recommendation 13
PROPOSAL 2 ----RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 14
Former Auditors 14
Audit and Non-Audit Fees 14
Vote Required 15
Board Recommendation    15
PROPOSAL 3 ---- ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 16
Vote Required 16
Board Recommendation 16
SHAREHOLDER PROPOSAL 17
PROPOSAL 4 ---- SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER OPPORTUNITY TO VOTE ON EXCESSIVE GOLDEN PARACHUTES 17
Vote Required 20
Board Recommendation 20
Information Concerning Executive Officers Who Are Not Directors 21
Executive and Director Compensation 21
Executive Compensation Overview 21
Our Executive Compensation Program and Philosophy 21
Compensation Risk Oversight 22
Compensation Consultants 22
Elements of Executive Compensation 22
Insider Trading Policy 23
Clawback Policy 24
Stock Ownership Guidelines 24
Results of 2021 Say-on-Pay Advisory Vote 24
Summary Compensation 25
Employment Agreements 25
Equity Compensation 25
Grants of Plan-Based Awards 25
Outstanding Equity Awards at Fiscal Year-End 26
Option Exercises and Stock Vested 28
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans 28
CEO Pay Ratio Disclosure 28
Pay Versus Performance 29
Compensation of Directors 32
Commitment to Corporate Responsibility 34
Security Ownership of Certain Beneficial Owners and Management 35
Delinquent Section 16(A) Reports 37
Future Stockholder Proposals 37
No Dissenters’ Rights 37
Code of Ethics and Conduct 37
Transactions with Related Persons 37
Other Matters 38
2024 Meeting Proxy Materials Results 38
Delivery of Documents to Stockholders Sharing an Address 38

 

2

 

 

PROXY STATEMENT FOR THE
2024 MEETING OF STOCKHOLDERS
______________________

 

Anavex Life Sciences Corp. (“we,” “us,” “our,” “Anavex,” or the “Company”) is providing these proxy materials in connection with the 2024 Annual Meeting of Stockholders of Anavex Life Sciences Corp. (the “2024 Meeting”). This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the 2024 Meeting.

 

QUESTIONS AND ANSWERS ABOUT THE 2024 MEETING

 

Q: When and where is the 2024 Meeting?
   
A: The 2024 Meeting is being held Tuesday, June 18, 2024, 10:00 a.m., Eastern Daylight Time (EDT). The 2024 Meeting will be held at the offices of K&L Gates LLP, 599 Lexington Avenue, New York, NY 10022.
   
Q: Who is entitled to vote at the 2024 Meeting?
   
A: Holders of Anavex Life Sciences Corp. common stock, par value $0.001 per share (“Common Stock”), at the close of business on April 26, 2024, the record date for the 2024 Meeting (the “Record Date”) established by our board of directors (the “Board”), are entitled to receive notice of the 2024 Meeting (the “Meeting Notice”), and to vote their shares at the 2024 Meeting and any related adjournments or postponements. The Meeting Notice, proxy statement and form of proxy are first expected to be made available to stockholders on or about May 6, 2024.
   
  As of the close of business on the Record Date, there were 84,641,537 shares of our Common Stock outstanding and entitled to vote. Holders of our Common Stock are entitled to one vote per share at the 2024 Meeting. Holders of the Common Stock are collectively referred to herein as the Company’s “stockholders.” At the 2024 Meeting, there are a total of 84,641,537 possible votes with respect to the outstanding shares of capital stock entitled to vote at the 2024 Meeting.
   
Q:  Who can attend the 2024 Meeting?
   
A: Admission to the 2024 Meeting is limited to:
  ● stockholders as of the close of business on the Record Date, April 26, 2024;
     
  ● holders of valid proxies for the 2024 Meeting; and
     
  ● our invited guests.
     
    Each stockholder may be asked to present valid picture identification such as a driver’s license or passport and proof of stock ownership as of the Record Date.

  

If you hold shares of Common Stock in an account at a broker, bank, trust or other nominee as of the close of business on the Record Date for the 2024 Meeting you are a beneficial owner, rather than a stockholder of record. If you wish to vote in person at the 2024 Meeting but you are not the record holder, you must obtain from your record holder a “legal proxy” issued in your name and bring it to the 2024 Meeting.

 

3

 

 

Q: Can I vote my shares by filling out and returning the Meeting Notice?
   
A: No. The Meeting Notice identifies the items to be voted on at the 2024 Meeting, but you cannot vote by marking the Meeting Notice and returning it.
   
Q: What is the difference between a stockholder of record and a stockholder who holds stock in street name?
   
A: If your shares are registered in your name as evidenced and recorded in the stock ledger maintained by the Company and our transfer agent, you are a stockholder of record. If your shares are held in the name of your broker, bank or other nominee, these shares are held in street name.
   
  If you are a stockholder of record and you have requested printed proxy materials, we have enclosed a proxy card at the end of this proxy statement for you to use. If you hold your shares in street name through one or more banks, brokers or other nominees, you will receive the Meeting Notice, together with voting instructions, from the third party or parties through which you hold your shares. If you requested printed proxy materials, your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing the broker, bank or other nominee regarding how to vote your shares.
   
Q: What are the quorum requirements for the 2024 Meeting?
   
A: The presence in person or by proxy of at least one third (33.3%) of the issued and outstanding shares entitled to vote at the 2024 Meeting constitutes a quorum. Your shares will be counted as present at the 2024 Meeting for purposes of determining whether there is a quorum if a proxy card has been properly submitted by you or on your behalf, or you vote in person at the 2024 Meeting. Abstaining votes and broker non-votes are counted for purposes of establishing a quorum.
   
Q: What matters will the stockholders vote on at the 2024 Meeting?
   
  The stockholders will vote on the following proposals:

 

  ● Proposal 1. Election of Directors. To elect six (6) members of our Board, each to hold office until the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified.
     
  ●   Proposal 2. Ratification of Independent Registered Public Accounting Firm. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm.

 

  ● Proposal 3. Advisory Vote on the Compensation Paid to our Named Executive Officers. A non-binding advisory vote on the compensation paid to our named executive officers.
     
  ● Proposal 4. Shareholder Proposal regarding Shareholder Opportunity to Vote on Excessive Golden Parachutes. A shareholder proposal to vote on a policy on termination payments for our named executive officers.
     
Q: What vote is required to approve these proposals?
   
A: Provided a quorum is present, the following are the voting requirements for each proposal:

 

4

 

 

  ● Proposal 1. Election of Directors. Each of the six (6) nominees who receive the vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy at the 2024 Meeting shall be elected.
     
  ● Proposal 2. Ratification of Independent Registered Public Accounting Firm. The Company’s independent registered public accounting firm, Grant Thornton LLP, will be ratified upon the vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy at the 2024 Meeting.
     
  ●     Proposal 3. Advisory Vote on the Compensation Paid to our Named Executive Officers. The compensation paid to our named executive officers will be considered approved on a non-binding advisory basis upon the affirmative vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy.
     
  ●     Proposal 4. Shareholder Proposal regarding Shareholder Opportunity to Vote on Excessive Golden Parachutes. The policy on Section 16 officers’ termination payments will be considered approved upon the vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy at the 2024 Meeting.
     
Q: What are the Board’s voting recommendations?
   
A: Our Board recommends that you vote your shares:

 

  ● “FOR” the six (6) directors nominated by our Board as directors, each to serve until the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified;
     
  ● “FOR” the ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm;
     
  ● “FOR” the approval of the proposal on non-binding advisory basis regarding the compensation paid to our named executive officers; and
   
  ● “AGAINST” the approval of the policy on excessive golden parachutes, if properly presented at the 2024 Annual Meeting.
     
Q: How do I vote?
   
A: You may vote by any of the following methods:

 

  ●

In person. Stockholders of record and beneficial stockholders with shares held in street name may vote in person at the 2024 Meeting. If you hold shares in street name, you must obtain a proxy from the stockholder of record authorizing you to vote your shares and bring it to the meeting along with proof of beneficial ownership of your shares. A photo I.D. is required to vote in person. 

     
  ●

By mail. If you elected to receive printed proxy materials by mail, you may vote by signing and returning the proxy card provided. Please allow sufficient time for mailing if you decide to vote by mail. 

     
  ● By internet or telephone. You may also vote over the internet at www.AALVote.com/AVXL or vote by telephone at 866.804.9616. Please see your proxy card for voting instructions.

 

If you need assistance voting, please reach out to our Investor Relations department at 844.689.3939.

 

5

 

 

Q: How can I change or revoke my vote?
   
A: You may change your vote as follows:

 

  ●

Stockholders of record. You may change or revoke your vote by submitting a written notice of revocation to Anavex Life Sciences Corp., 630 Fifth Avenue, 20th Floor, New York, NY 10111, Attention: Christopher Missling, PhD., Chief Executive Officer, or by submitting another proxy card before the conclusion of the 2024 Meeting. For all methods of voting, the last vote cast will supersede all previous votes.

 

  ●  Beneficial owners of shares held in “street name.” You may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker or other nominee.

 

Q: What if I do not specify a choice for a matter when returning a proxy?
   
A: Your proxy will be treated as follows:
   
  Stockholders of record. If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion for any other matters properly presented for a vote at the meeting.
   
  Beneficial owners of shares held in street name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

 

Q: Which ballot measures are considered “routine” or “non-routine”?
   
A: The ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm (“Proposal 2”) is considered to be a routine matter under applicable rules. The election of directors (“Proposal 1”), the approval of the proposal on non-binding advisory basis regarding the compensation paid to our named executive officers (“Proposal 3”), and the shareholder proposal for a policy regarding excessive golden parachutes (“Proposal 4”) are considered non-routine matters. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1, 3 and 4.
   
Q: How are abstentions and broker non-votes treated?
   
A: Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present at the Annual Meeting. Broker non-votes will have no effect on Proposal 1, 3, and 4. Broker non-votes are not expected to occur with respect to Proposal 2.
   
  Abstentions will be counted as votes present and having the voting power to vote on the proposals considered at the Annual Meeting and, therefore, will have the effect of votes against Proposals 2, 3 and 4. Abstentions and broker non-votes will have no effect on the outcome of Proposals 1.

 

6

 

  

Q: Could other matters be decided at the 2024 Meeting?
   
A: As of the date of the filing of this proxy statement, we were not aware of any other matters to be raised at the 2024 Meeting other than those referred to in this proxy statement.
   
  If other matters are properly presented at the 2024 Meeting for consideration, the proxy holders for the 2024 Meeting will have the discretion to vote on those matters for stockholders who have submitted a proxy card.
   
Q: How are proxies solicited and what is the cost?
   
A: We are making, and we will bear all expenses incurred in connection with the solicitation of proxies. In addition to solicitation by mail, our directors, officers and employees may solicit proxies from stockholders by telephone, letter, facsimile or in person. Following the original mailing of the Meeting Notice, we will request brokers, custodians, nominees and other record holders to forward their own notice and, upon request, to forward copies of the proxy statement and related soliciting materials to persons for whom they hold shares of our capital stock and to request authority for the exercise of proxies. In such cases, upon the request of the record holders, we will reimburse such holders for their reasonable expenses.

 

Q: What should I do if I have questions regarding the 2024 Meeting?
   
A: If you have any questions about the 2024 Meeting or would like additional copies of any of the documents referred to in this proxy statement, you should contact our Investor Relations department at 844.689.3939.
   
Q: How can I find out the results of the voting at the 2024 Meeting?
   
  Final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the 2024 Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the 2024 Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
   
Q: How are votes counted?
   
A: Votes will be counted by the inspector of election for the meeting, who will separately count votes “For”, “Against”, abstentions, and, if applicable, broker non-votes applicable for each proposal.

 

7

 

 

PROPOSAL 1 – ELECTION OF DIRECTORS

 

General

 

At the 2024 Meeting, a board of six directors will be elected, each to hold office until the succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board). All of the director nominees are incumbent directors. Information concerning all director nominees appears below. Management does not anticipate that any of the persons named below will be unable or unwilling to stand for election.

 

Information Concerning Director Nominees

 

Skills and Experience Christopher Missling, PhD Jiong Ma, PhD Claus van der Velden, PhD Athanasios Skarpelos Steffen Thomas, PhD Peter Donhauser, D.O.
Independent Director   X X X X X
International Background X   X X X X
Healthcare Industry Experience X         X
Financial Expert* X   X      
IT Security and Cybersecurity Experience   X X      
Intellectual Property Law Expert         X  
Public Company directorship experience   X   X    

 

*as defined by applicable SEC and NASDAQ rules

 

Background information about the Board’s nominees for election, as well as information regarding additional experience, qualifications, attributes or skills that led the Board to conclude that the nominee should serve on the Board, is set forth below:

 

Christopher Missling, PhD. Christopher Missling, age 58, has over twenty years of healthcare industry experience in big pharmaceutical, biotech and investment banking. Most recently, from March 2007 until his appointment by our Company, Dr. Missling served as the head of healthcare investment banking at Brimberg & Co. in New York, New York. In addition, Dr. Missling served as the Chief Financial Officer of Curis, Inc. (NASDAQ: CRIS) and ImmunoGen, Inc. (NASDAQ: IMGN). Dr. Missling earned his MS and PhD from the University of Munich and an MBA from Northwestern University Kellogg School of Management and WHU Otto Beisheim School of Management. Dr. Missling has served as President, Chief Executive Officer and Director for the Company since July 2013.

 

Jiong Ma, PhD. Jiong Ma, age 60, has over 25 years of experience in investing, building, scaling of companies with focus on innovative product launches in digital health, technology and the new energy transition. Dr. Ma currently serves on the board of SES AI Corporation (NYSE: SES), and LinkinVax, a biotech company spin-off from the Vaccine Research Institute in France. Dr. Ma served as senior partner and a member of the investment committee at Braemar Energy Ventures (“Braemar”). While at Braemar, Dr. Ma led investments in more than 15 companies involved in either resource efficiency, e-mobility, industrial digitalization, renewable energy, or deep tech, and has achieved multiple successful exits through M&A and IPO. Dr. Ma has significant knowledge and expertise in the technology industry, including information security. Prior to Braemar Energy Ventures, she was with the Venture Capital Group at 3i Group, a global private equity firm, where she led investments across multiple stages in Digital Health, TMT and Cleantech. Preceding the Venture Capital Group at 3i, Dr. Ma held several senior positions at Lucent Technologies and Bell Labs. Her responsibilities included lead roles in product portfolio strategy, new product launches for Optical and Data Networking, and research and product development. Dr. Ma was also a founding team member of Onetta Inc., a fiber networks company. She has a PhD in Electrical and Computer Engineering from the University Colorado at Boulder and an MS in Electrical Engineering from Worcester Polytechnic Institute. Dr. Ma is a Kauffman Fellow. Dr. Ma has served on the Board since May 2021.

 

8

 

 

Claus van der Velden, PhD. Claus van der Velden, PhD, age 51, brings significant expertise in management, accounting, internal controls, information security and risk management. Since May 2021, he has served as Managing Director (Chief Financial Officer) of NetCologne GmbH, a regional telecommunication provider in Germany. From July 2011 to May 2021, he served as corporate head of Management Accounting, Internal Audit and Risk Management at Stroeer SE & Co KGaA, a publicly listed German digital media company. As the prior head of internal audit at Stroeer SE & Co KGaA, Dr. van der Velden has experience in the area of information security risk assessment, and the internal control tools, processes, and policies needed to counter information security threats. Previously, Dr. van der Velden served as the Director of Corporate Business Controlling for the Nutrition & Health business unit at Cognis, a worldwide supplier of global nutritional ingredients and specialty chemicals. In this position, he was also a compliance representative and a member of the global leadership team. After the acquisition of Cognis by BASF, he was responsible for the management accounting processes of the BASF Nutrition & Health division, developing and producing mostly natural-source ingredients for the food and healthcare industries. Dr. van der Velden started his career as a strategy consultant at an international marketing and strategy consultancy firm. He studied in Kiel and Stockholm and received a degree in economics from the University of Kiel and later obtained his doctorate in business management from the WHU-Otto Beisheim School of Management where he also previously taught economics. Dr. van der Velden has served on the Board since March 2018.

 

Athanasios Skarpelos. Athanasios (Tom) Skarpelos, age 57, is a self-employed investor with over 20 years of experience working with private and public companies with a focus on biotechnology companies involved in drug discovery and drug development projects. His experience has led to relationships with researchers at academic institutes in Europe and North America. Mr. Skarpelos is a founder of Anavex. Mr. Skarpelos has served on the Board since January 2013.

 

Steffen Thomas, PhD. Steffen Thomas, age 58, has over 15 years of experience as a European patent attorney and is currently practicing at Epping Hermann Fischer, a major intellectual property law firm in Europe. Previously, he worked for Japan-based Takeda Pharmaceutical Company, the largest pharmaceutical company in Asia and a top firm worldwide, as an in-house patent attorney. Prior to that, he worked for Nycomed Pharma, acquired by Takeda in 2011 for approximately USD $10 billion. Dr. Thomas’ legal practice covers drafting of patent applications, prosecuting patent applications before national and international patent offices, defending and challenging patents in opposition, appeal, and nullity proceedings, enforcing patents before the infringement courts, and preparing opinions on patentability and infringement in the technical field of chemistry. Dr. Thomas has particular expertise in small molecule pharmaceuticals. He holds MS and PhD degrees in Chemistry from the University of Munich. Dr. Thomas has served on the Board since June 2015.

 

Peter Donhauser, D.O., Peter Donhauser, age 58, had more than 20 years of expertise in clinical research prior to practicing osteopathic medicine with an integrated medical approach in private practice beginning in 2000. He worked at the University Hospital of Munich in the fields of geriatrics and neuromusculoskeletal diseases. During this time, he was a clinical trial investigator in multiple Phase 3 studies, including studies sponsored by Merck Sharp & Dohme, Merck, Boehringer Mannheim, Roche, Servier and Sanofi. He received his human medicine degree at the University of Munich and Doctor of Osteopathic Medicine (D.O.) from the German-American Academy for Osteopathy, or DAAO, a member of the European Register for Osteopathic Physicians, or EROP, at the Philadelphia College of Osteopathic Medicine. Dr. Donhauser has served on the Board since February 2017.

 

Corporate Governance

 

General

 

This section describes key corporate governance practices that we have adopted. We have adopted a Code of Ethics, which applies to all our officers, directors and employees, and corporate governance guidelines and charters for our Audit Committee, Compensation Committee and our Nominating and Corporate Governance Committee. Copies of our Code of Ethics and corporate governance charters are posted on the Investors section of our website, www.anavex.com/corporate-governance, which you can access free of charge. Information contained on the website is not incorporated by reference in, or considered part of, this proxy statement. We intend to disclose on our website any amendments to, or waivers from, our code of business conduct and ethics that are required to be disclosed by law or by Nasdaq listing standards.

 

9

 

 

Director Independence.

 

Under the Nasdaq Stock Market Rules, the Board has a responsibility to make an affirmative determination that those members of its Board that serve as independent directors do not have any relationships with the Company and its businesses that would impair their independence. The Board has determined that that Christopher Missling, PhD is not independent as that term is defined by Nasdaq 5605(a)(2) because Dr. Missling serves as our President, Chief Executive Officer, and Secretary.

 

The Board has determined that Claus van der Velden, Athanasios Skarpelos, Steffen Thomas, Peter Donhauser and Jiong Ma are independent as that term is defined by Nasdaq 5605(a)(2) and the applicable rules of the SEC.

 

 Director Nominations. Our Board has a Nominating and Corporate Governance Committee that identifies individuals qualified to become Board members and recommends to the Board proposed nominees for Board membership.

 

Director candidates are considered based upon a variety of criteria, including demonstrated business and professional skills, experience relevant to our business and strategic direction, concern for long-term stockholder interests, personal integrity, and sound business judgment. The Board seeks men and women from diverse professional backgrounds who combine a broad spectrum of relevant industry and strategic experience and expertise that, in concert, offer us and our stockholders diversity of opinion and insight in the areas most important to us and our corporate mission. Notwithstanding the same, we do not have a formal policy concerning the diversity of the Board. All director candidates must have time available to devote to the activities of the Board. We also consider the independence of director candidates, including the appearance of any conflict in serving as a director. A director who does not meet all of these criteria may still be considered for nomination to the Board, if our independent directors believe that the candidate will make an exceptional contribution to us and our stockholders.

 

Generally, when evaluating and recommending candidates for election to the Board, the Board will conduct candidate interviews, evaluate biographical information and background material, and assess the skills and experience of candidates in the context of the then current needs of the Company. In identifying potential director candidates, the Board may also seek input from the executive officers and may also consider recommendations by employees, community leaders, business contacts, third-party search firms and any other sources deemed appropriate by such directors. The Board will also consider director candidates recommended by stockholders to stand for election at the annual meeting of stockholders so long as such recommendations are submitted in accordance with the procedures described below under “Stockholder Recommendations for Board Candidates.”

 

Board Leadership Structure. The Board is composed of a majority of independent directors and the Chief Executive Officer of the Company.

 

Our Board has appointed an independent Board Chair, Dr. Jiong Ma. As Board Chair, Dr. Ma has the authority, among other things, to call and preside over meetings of our Board, to set meeting agendas, and to determine materials to be distributed to the Board. The Company believes separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of our Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our Board to monitor whether management’s actions are in the best interests of the Company and its stockholders.

 

The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each have oversight over specific areas of responsibility, as discussed further below.

 

10

 

 

Board Role in Risk Oversight. The Board is responsible for oversight of the Company’s risk management process. The Board administers this oversight function directly through the Board as a whole, as well as through the committees of the Board. Areas of focus include economic risk, operational risk, financial risk (accounting, investment or liquidity, and tax), competitive risk, legal and regulatory risk, cybersecurity risk and compliance and reputational risks. The Board is supported by regular reporting by management, which is designed to give the Board visibility over the Company’s operations and activities to adequately identify key risks and understand management’s risk mitigation strategies.

 

The Audit Committee reviews information regarding liquidity and operations and oversees our management of financial risks. Periodically, the Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the Audit Committee includes the Principal Financial Officer reporting directly to the Audit Committee at least quarterly to provide an update on management’s efforts to manage risk.

 

Board Diversity Matrix (as of April 26, 2024)

 

Total Number of Directors: 6

 

  Female Male Non-Binary Did Not Disclose Gender
Part I: Gender Identity        
Directors 1 5    
Part II: Demographic Background        
African American or Black - - - -
Alaskan Native or Native American - - - -
Asian 1 - - -
Hispanic or Latinx - - - -
Native Hawaiian or Pacific Islander - - - -
White - 5 - -
LGBTQ+  -
Did Not Disclose Demographic Background  -

  

The Board and Board Committees

 

The Board. The Board met five times during fiscal 2023. Four of such meetings were regularly scheduled meetings and the other one special Board meeting was held as needed. During fiscal year 2023, each incumbent director attended 75% or more of the Board and relevant Board committee meetings for the periods during which each such director served. Directors are not required to attend annual meetings of our stockholders.

 

Audit Committee and Audit Committee Financial Experts

 

The members of the Audit Committee are Claus van der Velden (Committee Chair), Athanasios Skarpelos, Steffen Thomas and Jiong Ma. Our Board has determined that (a) each of the current Audit committee members is independent as defined in the listing standards of Nasdaq, (b) each of the current Audit Committee members is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act, and (c) Claus van der Velden is an “audit committee financial expert” as defined by applicable SEC and Nasdaq rules.

 

The Audit Committee oversees and reports to our Board on various auditing and accounting-related matters, including, among other things, the maintenance of the integrity of our financial statements, reporting process and internal controls, the selection, evaluation, compensation and retention of our independent registered public accounting firm, legal and regulatory compliance, including our disclosure controls and procedures, and oversight over our risk management policies and procedures.

 

The Audit Committee operates under a charter that was adopted by our Board and which is available on our website at www.anavex.com/corporate-governance. The Audit Committee met four times during fiscal 2023.

 

11

 

 

Report of the Audit Committee of the Board of Directors

 

The Audit Committee has reviewed and discussed the audited consolidated financial statements with management. The Audit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission (the “SEC”). In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered accounting firm its independence from the Company and management. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the Company for the fiscal year ended September 30, 2023 be included in the Annual Report on Form 10-K for the year ended September 30, 2023 filed with the SEC on November 27, 2023.

 

MEMBERS OF THE AUDIT COMMITTEE

 

Claus van der Velden (Committee Chair)

Athanasios Skarpelos

Steffen Thomas

Jiong Ma

 

Nominating and Corporate Governance Committee

 

The members of our Nominating and Corporate Governance Committee are Claus van der Velden (Committee Chair), Steffen Thomas and Peter Donhauser.

 

The Nominating and Corporate Governance Committee (the “NCG Committee”) is appointed by the Board to oversee and evaluate the Board’s performance and the Company’s compliance with corporate governance regulations, guidelines and principles, to identify individuals qualified to become Board members, to recommend to the Board proposed nominees for Board membership, and to recommend to the Board directors to serve on each standing committee. The NCG Committee seeks to assemble a Board that possesses the appropriate balance of professional and industry knowledge, financial expertise and management experience that is necessary to oversee the Company’s business. The NCG also recognizes the importance of diversity in board composition, including diversity of experience, gender and ethnicity and seeks to continually strive towards optimal diversity.

 

The NCG Committee operates under a charter that was adopted by our Board and which is available on our website at www.anavex.com/corporate-governance. The NCG Committee did not meet during fiscal 2023 but acted by written consent as required.

 

Compensation Committee

 

The members of our Compensation Committee are Claus van der Velden (Committee Chair), Steffen Thomas and Peter Donhauser.

 

The Compensation Committee assists our Board in discharging its responsibilities relating to compensation of our directors and executive officers. Its responsibilities include, among other things: reviewing, approving and recommending compensation programs and arrangements applicable to our officers, determining the objectives of our executive officer compensation programs, overseeing the evaluation of our senior executives, administering our incentive compensation plans and equity-based plans, including reviewing and granting equity awards to our executive officers, and reviewing and approving director compensation and benefits. The Compensation Committee can delegate to other members of our Board, or an officer or officers of the Company, the authority to review and grant stock-based compensation for employees who are not executive officers, however it has not done so.

 

The Compensation Committee has the responsibilities and authority designated by Nasdaq rules. Specifically, the Compensation Committee has the sole discretion to select and receive advice from a compensation consultant, legal counsel or other adviser and is directly responsible for oversight of their work. The Compensation Committee must also determine reasonable compensation to be paid to such advisors by us.

 

12

 

 

The Compensation Committee operates under a charter that was adopted by our Board and which is available on our website at www.anavex.com/corporate-governance. The Compensation Committee met one time during fiscal 2023 and also acted by written consent as required.

 

Anti-Hedging Policy

 

We have adopted an insider trading policy that, among other things, expressly prohibits all of our employees, including our named executive officers, as well as our directors, and certain of their family members and related entities, from engaging in short sales of our securities, purchases or sales of puts, calls or other derivative securities based on our securities, and purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities.

 

Stockholder Recommendations for Board Candidates

 

Under its charter, the NCG Committee is responsible for considering potential director nominees submitted by stockholders. The NCG Committee does not have a formal policy with respect to the consideration of director candidates recommended by stockholders. The NCG Committee will consider a recommendation only if appropriate biographical information and background material are provided on a timely basis, accompanied by a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than five percent (5%) of our Common Stock for at least one (1) year as of the date that the recommendation is made. To submit a recommendation for a nomination, a stockholder may write to the Board, at our principal office, Attention: Chair of the Nominating and Corporate Governance Committee.

 

The NCG Committee will evaluate any such candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members, assuming that appropriate biographical and background material is provided for candidates recommended by stockholders and the process for submitting the recommendation is followed.

 

Stockholder Communications with the Board

 

Stockholders may, at any time, communicate with any of our directors by mailing a written communication to Anavex Life Sciences Corp., 630 Fifth Avenue, 20th Floor, New York, NY 10111, Attention: Christopher Missling, PhD., Chief Executive Officer. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder, provide evidence of the sender’s stock ownership and clearly state whether the intended recipients are all members of the Board or a particular director or directors. The Corporate Secretary will then forward such correspondence, without editing or alteration, to the Board or to the specified director(s) on or prior to the next scheduled meeting of the Board. The Board will determine the method by which such submissions will be reviewed and considered. The Board may also request the submitting stockholder to furnish additional information it may reasonably require or deem necessary to sufficiently review and consider the submission of such stockholder.

 

 Vote Required

 

The six (6) nominees receiving an affirmative vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy shall be elected. This Proposal 1 is a “non-discretionary” or “non-routine” item, meaning that brokerage firms cannot vote shares in their discretion on behalf of a client if the client has not given voting instructions. Accordingly, if you hold your shares in street name and fail to instruct your broker to vote your shares, your shares will not be counted as votes cast on this Proposal 1.

 

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH NOMINEE.

 

13

 

 

PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee of the Board appointed Grant Thornton LLP on March 3, 2022 to serve as our independent registered public accounting firm for the fiscal year ending September 30, 2023. Our stockholders are being provided the opportunity to ratify the appointment for the fiscal year ending September 30, 2024. Representatives of Grant Thornton LLP are expected to be present at the 2024 Meeting.

 

Former Auditors

 

On March 1, 2022, the Audit Committee of the Board dismissed BDO USA LLP (“BDO”) as the Company’s independent registered public accounting firm.

 

The reports of BDO on the Company’s consolidated financial statements for each of the two most recently completed fiscal years did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended September 30, 2021 and 2020 and the subsequent interim period through March 1, 2022, there were no disagreements with BDO on any matters of accounting principles or practices, financial statement disclosures or auditing scope and procedures that, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the matter in their reports. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the two most recently completed fiscal years ended September 30, 2021 and 2020, or in the subsequent interim period through March 1, 2022.

 

The Company provided a copy of the foregoing disclosures to BDO and requested that BDO furnish it with a letter addressed to the Securities and Exchange Commission stating whether BDO agreed with the above statements. A copy of BDO’s letter was filed with the Commission on a Form 8-K on March 4, 2022.

 

During the two fiscal years preceding the fiscal year ending September 30, 2023 and in the subsequent interim period through March 3, 2022, the Company has not consulted with Grant Thornton LLP with respect to the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

 

Audit and Non-Audit Fees

 

The following table sets forth the aggregate fees billed or expected to be billed to our Company for professional services rendered by our independent registered public accounting firm, Grant Thornton, LLP for the fiscal years ended September 30, 2023 and 2022:

 

    2023    2022
Audit Fees   $ 444,098     $ 398,900  
Audit Related Fees     —       —  
Tax Fees     —       —  
All Other Fees     —       —  
Total Fees   $ 444,098     $ 398,900  

  

The following table sets forth the aggregate fees billed to our Company for professional services rendered by BDO USA, LLP, our former independent registered public accounting firm, for the fiscal years ended September 30, 2023 and 2022:

 

    2023   2022
Audit Fees     —     $ 210,895  
Audit Related Fees     —       —  
Tax Fees     —       —  
All Other Fees     —       —  
Total Fees     —     $ 210,895  

 

14

 

 

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with regular filings with the Commission for the fiscal years ended September 30, 2023 and 2022 in connection with statutory and regulatory filings or engagements.

 

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm

 

Our Audit Committee pre-approves all services provided by our independent registered public accounting firms. All of the above services and fees were reviewed and approved by our Audit Committee.

 

Our Audit Committee has considered the nature and amount of fees billed by Grant Thornton LLP and believes that the provision of services for activities unrelated to the audit was compatible with maintaining Grant Thornton LLP’s independence.

 

Vote Required for Approval

 

The foregoing Proposal 2 will be approved if a majority of the votes cast by stockholders in person or via proxy with respect to this matter are cast in favor of the proposal. Abstentions and broker non-votes, if any, will not be treated as votes cast and will have no impact on the proposal.

 

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF GRANT THORNTON LLP AS ITS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024.

 

15

 

 

PROPOSAL 3 -- ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) added Section 14A to Securities Exchange Act of 1934, as amended (the “Exchange Act”), which enables our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules.

 

Our executive officer compensation program is designed to attract, motivate and retain our named executive officers, who are critical to our success, while working within the available resources. Our Board believes that they have taken a responsible approach to compensating our named executive officers given our limited resources.

 

Please read the “Executive and Director Compensation” section of this proxy statement for additional details about our executive compensation. The compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment. Our Board believes that our executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our named executive officers to dedicate themselves fully to value creation for our stockholders.

 

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Meeting:

 

“RESOLVED, that the Company’s stockholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”

 

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board. At our 2021 Annual Meeting of Stockholders, our Board recommended that our stockholders approve an advisory vote on the compensation of our named executive officers (commonly referred to as the “say-on-pay” vote) once every three years, in which a majority of the Common Stock having voting power voted approved. In response, we hold an advisory say-on-pay vote at least once every three years. Our Board values the views of our stockholders and will consider the outcome of the vote when determining future compensation arrangements for our named executive officers.

 

Vote Required for Approval

 

This Proposal 3 will be approved upon the vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy.

 

This Proposal 3 is a “non-discretionary” or “non-routine” item, meaning that brokerage firms cannot vote shares in their discretion on behalf of a client if the client has not given voting instructions. Accordingly, if you hold your shares in street name and fail to instruct your broker to vote your shares, your shares will not be counted as votes cast on this Proposal 3.

 

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT. 

 

16

 

 

Shareholder Proposal

 

The Company has been notified that one shareholder of the Company intends to present a proposal for consideration at the Annual Meeting. The shareholder making this proposal has presented the proposal and supporting statements set forth below, and we are presenting the proposal and the supporting statements as they were submitted to us. While we take issue with certain of the statements contained in the proposals and the supporting statements, we have limited our response to the most important points and have not attempted to address all the statements with which we disagree. The names of co-filing proponents, if any, and address and stock ownership of all proponents will be furnished by the Company’s Secretary to any person, orally or in writing as requested, promptly upon receipt of any oral or written request.

 

The affirmative vote of the holders of a majority of shares represented in person or by proxy and entitled to vote on the shareholder proposals will be required for approval of the proposals. Abstentions will be counted as represented and entitled to vote and will have the effect of a negative vote on the shareholder proposals. Broker non-votes (as described under the section titled ”Questions and Answers About the 2024 Meeting”) will not be considered entitled to vote on the shareholder proposals and will not be counted in determining the number of shares necessary for approval of the proposals. The shareholder proposals will be voted on at the Annual Meeting only if properly presented by or on behalf of the proponents.

 

PROPOSAL 4 – SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER OPPORTUNITY TO VOTE ON EXCESSIVE PARACHUTES

 

Kenneth Steiner (the “Proponent”), represented by John Chevedden, has notified the Company that he intends to present the following proposal for consideration at the Annual Meeting. The Company is not responsible for the accuracy or content of the proposal provided below, which in accordance with SEC rules, is reproduced verbatim as received from the Proponent.

 

Proposal 4 – Shareholder Opportunity to Vote on Excessive Golden Parachutes

 

LOGO

 

Shareholders request that the Board adopt a policy to seek shareholder approval of senior managers’ new or renewed pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short term bonus. This proposal only applies to Named Executive Officers.

 

Golden parachute payments include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination.

 

“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination.

 

The Board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon.

 

Generous performance-based pay can sometimes be justified but shareholder ratification of golden parachutes better aligns management pay with shareholder interests.

 

This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably high golden parachutes.

 

17

 

 

This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that extra large golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.

 

This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes.

 

The topic of this proposal received between 51% and 65% support at:

 

FedEx

Spirit AeroSystems

Alaska Air

Fiserv

 

Please vote yes:

Shareholder Opportunity to Vote on Excessive Golden Parachutes – Proposal 4

 

Board of Directors’ Statement in Opposition

 

The Board has carefully considered this proposal and concluded that its adoption is unnecessary and not in the best interests of the Company or our stockholders. The Board unanimously recommends that stockholders vote “AGAINST” this proposal, as further explained below.

 

●By including long-term incentive awards in the calculation of the proposed limit on severance or termination benefits, the proposal is overly broad, not consistent with market practice, and would place us at a significant disadvantage in terms of attracting and retaining executive talent.

 

●Anavex’s current compensation practices already align the incentives of senior leadership and stockholders.

 

●Anavex engages regularly with stockholders who have the opportunity to express their views on Anavex’s executive compensation programs.

 

●The proposal would impair the Board and the Compensation Committee’s ability to effectively structure compensation programs and arrangements.

 

By including long-term incentive awards in the calculation of the proposed limit on severance or termination benefits, the proposal is overly broad, not consistent with market practice, and would place us at a significant disadvantage in terms of attracting and retaining executive talent.

 

The intent of the Company’s compensation program is to attract and retain talent, to create incentives for and to reward excellent performance. We seek to compensate our executives in a manner that is competitive, rewards performance that creates stockholder value, recognizes individual contributions, and encourages long-term value creation. The Compensation Committee believes that a significant portion of each executive’s compensation opportunity should be tied to variable compensation and value creation for stockholders. The Compensation Committee believes this mix provides an appropriate balance between the financial security required to attract and retain qualified individuals, and the Compensation Committee’s goal of ensuring that executive compensation rewards performance that benefits stockholders over the long term.

 

The proposal seeks to include “equity awards if vesting is accelerated” in the proposed limit on severance or termination payments. Such accelerated vesting is expressly contemplated under the Company’s 2022 Omnibus Incentive Plan (the “2022 Plan”). The proposal would set an arbitrary cap that would be inconsistent with our 2022 Plan.

 

18

 

 

As described in this Proxy Statement, we consider long-term equity awards an important element of our executive compensation program because they foster share ownership and reward strong performance over multiple years, which in turn drives sustainable value creation for our stockholders. Long-term equity awards also help us to recruit and retain executive talent and are granted and accepted with the expectation that executives will be given a fair opportunity to realize the full value of these awards.

 

The 2022 Plan contemplates accelerated vesting of long-term equity awards upon a change in control. If the proposal is adopted, it would require the Company to call a special meeting of stockholders to obtain stockholder approval over such accelerated vesting, which was already approved by our stockholders when they approved the 2022 Plan. The Board believes that such a requirement would be expensive, impractical and unnecessary.

 

The proposal would impose significant limits on our use of severance protections to retain senior executives during a potential change in control and potentially impair our ability to deliver maximum stockholder value in such a transaction. The risk of job loss following a change in control, coupled with a limitation on the value that may be realized from previously granted equity awards, could present an unnecessary distraction for our senior executives and could lead them to seek the certainty of new employment while a transaction is being negotiated or is pending. This could result in a risk of the transaction not being completed or being finalized with less favorable terms for stockholders.

 

By effectively eliminating an important retention tool by requiring stockholder approval of termination payments, including the value of accelerated vesting of long-term equity awards, the proposal could result in a weakened alignment between the interests of our executives and those of our stockholders in a change in control transaction and create increased risk to our stockholders. It could also have an adverse impact on our ability to recruit and retain executive talent, as it would put us at a competitive disadvantage against other companies that do not face similar restrictions or uncertainty regarding their ability to offer termination protection.

 

Anavex’s current compensation practices already align the incentives of senior leadership and stockholders.

 

Our long-term equity incentive awards are a fundamental component of our compensation program and align senior leadership interests with stockholders’ interest by linking a substantial portion of compensation to the achievement of long-term corporate performance and operational efficiency. By requiring stockholder approval for executives to realize the full value of their equity awards upon a qualifying termination, the policy requested by this proposal effectively reduces the recruitment and retention value of long-term equity incentive awards in the executive compensation program. As a result, the proposal directly conflicts with one of the primary principles of our compensation program, namely, the alignment of senior leadership and stockholders’ interests. In addition, implementing the proposal would likely lead to elimination of change of control provisions, which risks potential misalignment between executives and stockholders during a potential change of control transaction with respect to executive retention and deal certainty. Furthermore, implementing this proposal would create additional risk of misalignment between the Company’s executives subject to our current policy and those subject to the policy requested by the proposal.

 

Anavex engages regularly with stockholders who have the opportunity to express their views on Anavex’s executive compensation programs.

 

Anavex is committed to maintaining an open and constructive dialogue with stockholders. We conduct annual outreach through various channels, including one-on-one and group meetings, written communications, earnings calls, industry presentations, and maintaining a toll-free investor communication line and email address. We have a strong track record of stockholder support for our executive compensation practices, with over 88% approval at the 2021 annual meeting.

 

Additionally, as described above, our stockholders strongly supported our 2022 Omnibus Incentive Plan at our 2022 annual meeting of stockholders, which expressly the Board, or any committee thereof, to provide for accelerated vesting of equity awards upon certain circumstances.

 

19

 

 

The proposal would unduly restrict the Board’s ability to appropriately structure compensation programs.

 

The Compensation Committee is responsible for assisting the Board in overseeing the compensation of the Company’s executives and other employees, including with respect to severance and termination payments. The Compensation Committee is comprised solely of independent, non-employee directors. The proposed requirement that Anavex secure stockholder approval of certain severance arrangements could constrain the Compensation Committee’s ability to exercise its judgment in structuring compensation arrangements in a timely manner and that it believes are in stockholders’ best interests.

 

The Board believes the Compensation Committee is well qualified to oversee post-termination compensation and should retain the responsibility and flexibility to tailor, assess, and approve compensation structures based on its insights into the Company’s needs and its strategic and operational goals, its access to market information and the independent advice from its compensation consultant.

 

In sum, our Board believes that the Compensation Committee has designed our current executive compensation policies and practices to be reasonable, consistent with market norms, and appropriate, while effectively aligning the interests of our executives with those of our stockholders. The Board remains committed to ensuring stockholder input is incorporated in decisions regarding executive compensation programs. The proposal, if adopted, could prevent the Company from effectively recruiting, motivating and retaining critical talent, and restrict the Board’s ability to structure compensation programs appropriately, and therefore would not be in the best interests of our stockholders.

 

As a result, the Board believes that the policy requested by this stockholder proposal is not necessary and not in the best interest of our stockholders.

 

Vote Required for Approval

 

This Proposal 4 will be approved upon the vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy.

 

This Proposal 4 is a “non-discretionary” or “non-routine” item, meaning that brokerage firms cannot vote shares in their discretion on behalf of a client if the client has not given voting instructions. Accordingly, if you hold your shares in street name and fail to instruct your broker to vote your shares, your shares will not be counted as votes cast on this Proposal 4.

 

FOR THE REASONS STATED ABOVE, THE BOARD UNANIMOUSLY
RECOMMENDS A VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL.

 

20

 

  

INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

 

Sandra Boenisch, CPA, CGA, Ms. Boenisch, age 43, is our Principal Financial Officer. She is a Chartered Professional Accountant (CPA, CGA) with over 15 years of accounting, audit and financial reporting experience in a variety of industries, both in the United States and Canada. Ms. Boenisch was an independent consultant, providing financial reporting services to a range of public companies in the United States and Canada since January 2012. From 2008 until 2012, Ms. Boenisch was employed at BDO Canada LLP (Vancouver, BC) where she was hired as a Senior Accountant and was later promoted to Manager, Audit Assurance. Ms. Boenisch specialized in managing assurance engagements for public companies in the United States and Canada. Prior to that, Ms. Boenisch worked for another public accounting firm from 2001 to 2008. As an independent consultant, Ms. Boenisch has acquired considerable experience in finance, governance, and regulatory compliance. She holds a BComm from Laurentian University.

 

There are no family relationships among our directors and executive officers.

 

EXECUTIVE AND DIRECTOR COMPENSATION

 

Executive Compensation Overview

 

The Company’s compensation objectives are to offer our named executive officers compensation and benefits that are competitive and meet our goals of attracting, retaining and motivating highly skilled, talented management, which is necessary for the Company to achieve its financial and strategic objectives and create long-term value for our stockholders.

 

A significant portion of our named executive officer’s compensation is related to factors that directly and indirectly influence stockholder value, including long-term stock performance and operational performance. We believe the levels of compensation we provide should be competitive, reasonable and appropriate for our business needs and circumstances. The named executive officers who are the subject of this CD&A are Christopher Missling, PhD, our Chief Executive Officer, and Sandra Boenisch, our Principal Financial Officer.

 

Our Executive Compensation Program and Philosophy

 

The intent of the Company’s compensation program for our named executive officers is to attract and retain talent, to create incentives for and to reward excellent performance. We seek to compensate our named executive officers in a manner that is competitive, rewards performance that creates stockholder value, recognizes individual contributions, and encourages long-term value creation.

 

The Compensation Committee meets at least once per year to review and evaluate the compensation of our named executive officers and each officer’s performance. The Compensation Committee utilizes quantitative and qualitative factors, including the accomplishment of initiatives, attitude, and leadership and applies overall judgment to assess performance, taking into account the financial condition of the Company. In setting compensation, the Compensation Committee considers the outcome of the most recent say-on-pay vote, as well as stockholder feedback throughout the year, when making compensation decisions for our executive officers. In our most recent say-on-pay vote, conducted at our 2021 annual meeting of stockholders, held on May 25, 2021, our stockholders approved the compensation of our named executive officers on an advisory basis, with 88% of the votes cast in favor of the fiscal 2021 compensation of our named executive officers. Ultimately, the Compensation Committee seeks to evaluate, based on the achievement of financial and nonfinancial objectives, the variable compensation, including special awards, of our named executive officers and decide on the base salary and target discretionary bonus for such persons taking into account relevant benchmark data.

 

The Compensation Committee believes that a significant portion of each named executive officer’s compensation opportunity should be tied to variable compensation and value creation for stockholders. The Compensation Committee believes this mix provides an appropriate balance between the financial security required to attract and retain qualified individuals, and the Compensation Committee’s goal of ensuring that the compensation of our named executive officers rewards performance that benefits stockholders over the long term.

 

21

 

 

Compensation Risk Oversight

 

In administering the compensation program for our named executive officers, the Compensation Committee strives to achieve a balance among the elements of compensation to accomplish the objectives of the program. The Compensation Committee reviews the overall compensation program in the context of the risks that may be presented by the structure of the compensation program and the metrics used to determine compensation under that program. Based upon this review, the Compensation Committee believes that the compensation program for our named executive officers does not create a reasonable likelihood of a material adverse effect on the Company.

 

Compensation Consultants

 

The Compensation Committee makes recommendations to the Board regarding the compensation of our named executive officers, including the structure and design of the compensation programs. The Compensation Committee is responsible for retaining and terminating compensation consultants and determining the terms and conditions of their engagement. During fiscal 2023, the Compensation Committee did not engage any compensation consultants.

 

Elements of Executive Compensation

 

We focus our named executive officer compensation program on three related but distinct elements: base salary, cash bonuses and stock related compensation.

 

Base Salary

 

Base salaries take into consideration a number of factors, including the named executive officer’s job performance, our corporate performance, and compensation practices observed in the market. In its evaluation of performance for the renewal of our Chief Executive Officer’s and Principal Financial Officer’s employment agreements, the Compensation Committee considered our corporate performance, including our increase in market capitalization over the last three years, increases in stockholder value and advances in the Company’s clinical trials. In February 2024, after considering the above factors, the annualized base salary of our Chief Executive Officer remained unchanged at $700,000 and the annualized base salary of our Principal Financial Officer was increased to $279,840 Canadian dollars from $264,000 Canadian dollars.

 

Annual Discretionary Cash Bonuses

 

The Company has an annual discretionary cash bonus program. We provide such bonuses to motivate executive officers to perform on behalf of general corporate goals and to perform in their areas of responsibility. The Compensation Committee our Board works with the Chief Executive Officer to evaluate the Company’s financial performance of the prior year, and overall financial condition of the Company to determine if discretionary bonuses are to be paid. In addition, on an annual basis, our Compensation Committee independently evaluates the performance of our Chief Executive Officer in the prior year, as well as the overall financial condition of the Company to determine if a discretionary bonus of up to 20% of base salary shall be paid to the Chief Executive Officer.

 

Equity Compensation

 

Only our Board, acting in its sole discretion, or the Compensation Committee may grant stock options to our named executive officers. We view stock options as one of the more important components of our long-term, performance-based compensation philosophy. We provide stock options through initial grants at or near the date of hire and subsequent periodic/annual grants. Generally, initial stock option grants vest over a three-year period and have an exercise price equal to the fair market value of our stock at the time of grant. Initial grant amounts are based on ranges that take into consideration a named executive officer’s job responsibilities and competitive market data. We grant periodic additional stock options to reflect the individual’s ongoing contributions to the long-term success and growth of the Company, to incentivize individuals to remain with the Company and to provide a long-term incentive to achieve or exceed our corporate goals. We do not have a program, plan or practice to time stock option grants to our named executive officers in coordination with the release of material nonpublic information. We have not re-priced any of our stock options and do not intend to re-price or otherwise adjust outstanding stock options at any time in the future.

 

22

 

 

Equity compensation includes stock option grants within the terms of our 2022 Omnibus Incentive Plan. Each named executive officer is eligible for stock option grants under the 2022 Omnibus Incentive Plans which may vest over a required service period, “Time Based Awards”, or upon achievement of certain performance criteria, “Performance Awards”. Generally, our Compensation Committee grants Time Based Awards at or near the date of hire. Such grants are intended to link compensation with stockholder value over time. Subsequent awards are generally granted as Performance Awards, which are intended to align compensation with the Company’s short-term and long-term objectives. Our Compensation Committee selects performance goals that reflect the Company’s short-term and longer-term objectives to ensure named executive officers are rewarded for the successful and timely accomplishment of these objectives. Generally, these performance criteria include milestones in connection with the successful execution and enrollment of the Company’s clinical trial programs.

 

In March 2023, our Compensation Committee granted options to our Chief Executive Officer and Principal Financial Officer, which vest in four equal tranches based on four performance milestones including accomplishing (i) Publication of ANAVEX2-73-AD-004 Alzheimer’s disease clinical trial data, (ii) Completion of enrollment of ANAVEX2-73 PET imaging Parkinson’s disease Phase 2 clinical trial, (iii) Completion of ANAVEX2-73 Parkinson’s disease Phase 2b/3 clinical trial and (iv) Completion of enrollment of ANAVEX3-71 Phase 2 clinical trial in Schizophrenia.

 

Other Compensation

 

Other components of the compensation of our named executive officers include employee medical benefit plans and 401(k) benefit plan contributions.

 

Employee Medical Benefit Plans. Our employee medical and welfare benefit plans include medical, dental, life, disability and accidental death and dismemberment insurance.

 

401(k) Plan. We have a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers all United States based employees. United States based employees eligible to participate in the plan may contribute up to the current statutory limits under the Internal Revenue Service regulations. The 401(k) plan permits the Company to make additional matching contributions on behalf of contributing employees.

 

Compensation Committee Interlocks and Insider Participation

 

 No member of the Compensation Committee has ever been an officer or employee of the Company. None of the named executive officers currently serves or has served on the Compensation Committee or board of directors of any other entity that has one or more named executive officers serving as a member of the Board or Compensation Committee of the Company.

 

Managing Compensation-Related Risks

 

Although a portion of the compensation provided to our executive officers and other employees is performance-based, the executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that the compensation program is designed to encourage executive officers and other employees to remain focused on both short-term and long-term strategic goals within the context of our pay-for-performance compensation philosophy.

 

Insider Trading Policy

 

Our insider trading policy prohibits short sales and derivative transactions of our stock by our named executive officers, directors and all of our employees, including short sales of our securities, including short sales “against the box” (a sale with a delayed delivery); purchases or sales of puts, calls or other derivative securities of the Company; or other hedging or monetization transactions such as zero-cost collars and forward sale contracts, as they involve the establishment of a short position.

 

23

 

 

In addition, our insider trading policy prohibits our named executive officers, directors and all of our employees from purchasing our securities on margin, borrowing against Company securities held in a margin account, or pledging our securities as collateral for a loan.

 

Clawback Policy

 

In November 2023, the Board adopted an executive officer compensation clawback policy that may be applied in the event of a material financial restatement. The clawback policy covers all of the named executive officers and includes all incentive-based compensation. Specifically, in the event of an accounting restatement, the Company must recover, reasonably promptly, erroneously awarded compensation in amounts determined pursuant to the policy. Compensation that may be recoverable under the policy includes cash or equity-based compensation for which the grant, payment or vesting (or any portion thereof) is or was predicated upon the achievement of specified financial results that are impacted by the material financial restatement, and the amount of compensation that may be impacted by the clawback policy is the difference between the amount paid or granted, and the amount that should have been paid or granted, if calculated on the updated financials. Recovery under the policy with respect to an executive officer will not require the finding of any misconduct by such executive officer or such executive officer being found responsible for the accounting error leading to an accounting restatement. Our equity awards provide that the Company may annul an award if the grantee incurs a separation from service for “cause” (as defined in the agreements). In such case, all awards and any amounts or benefits received or outstanding shall be subject to cancellation, recoupment, rescission, payback and other action in accordance with the terms of the Company Clawback Policy or any applicable law. In addition, in the event of a restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under the law, whether such noncompliance is the result of misconduct or other circumstances, an employee shall be required to reimburse the Company for any amounts earned or payable with respect to an award granted under the Company’s equity plan to the extent required by law and the Company’s clawback policy.

 

Stock Ownership Guidelines

 

We do not have any stock ownership guidelines, ownership goals or holding requirements. If and as we succeed in achieving approval for and commercializing our product candidates, we expect that we will adapt the elements of our compensation program as appropriate and may include or substitute other elements in our compensation program. Changes in the elements of our compensation program may also reflect changes in the importance of tax or accounting treatments of a particular element of our compensation program.

 

Results of 2021 Say-on-Pay Advisory Vote

 

In 2021, our stockholders approved, in a non-binding advisory vote by 88%, the 2020 compensation paid to the Company’s named executive officers. We considered the stockholders’ vote in our review of our compensation programs and in establishing compensation for our named executive officers in 2021.

 

Compensation Committee Report

 

The members of the Company’s Compensation Committee hereby state:

 

The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis, required by Item 402(b) of Regulation S-K. Based on this review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for the 2024 Annual Meeting of Stockholders.

 

The foregoing report has been furnished by the Compensation Committee.
 
Claus van der Velden, PhD, Committee Chair
Steffen Thomas, PhD
Peter Donhauser, DO

 

24

 

 

Summary Compensation

 

The particulars of compensation paid to our named executive officers for the three most recently completed fiscal years:

 

Name and Principal
Position		  Year  Salary
($)		  Bonus
($)		  Option
Awards
($)(1)		  All other
Compensation
($)(2)		  Total
($)
Christopher Missling   2023    700,000    124,753    3,066,200    3,500    3,894,453 
President, Chief Executive   2022    586,400    110,000    6,045,043    12,200    6,753,643 
Officer and Director   2021    550,000    110,000    8,745,457    11,600    9,417,057 
Sandra Boenisch(3)   2023    186,883    —    306,700    7,475    501,058 
Principal Financial   2022    174,900    —    277,603    —    452,503 
Officer and Treasurer   2021    158,300    —   724,314    —    882,614 

 

(1) Option Awards includes the grant date fair value of option awards granted in the year indicated as computed in accordance with authoritative accounting guidance. See Note 6 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023 for the assumptions used to determine the valuation of stock option awards.
(2) Includes employer matching of defined contribution savings plan under Section 401(k) of the Internal Revenue Code.
(3) Compensation to Ms. Boenisch denominated in Canadian Dollars and has been translated to US dollars at an exchange rate of 0.7416 during the year ended September 30, 2023 (2022: 0.7831; 2021: 0.7915).

 

Employment Agreements

 

Christopher Missling

 

We and Dr. Missling entered into an employment agreement dated July 5, 2013, as amended and extended most recently by the third amendment effective April 7, 2022, whereby we currently pay Dr. Missling an annual base salary of $700,000. In addition, Dr. Missling is eligible to earn an annual cash bonus for each whole or partial calendar year of up to twenty percent of his base salary, and to participate in our employee benefit plans. We have agreed to indemnify Dr. Missling in connection with his provision of services to us.

 

Sandra Boenisch

 

We and Ms. Boenisch entered into an amended and restated employment agreement dated October 4, 2017, as amended and extended, whereby we currently pay Ms. Boenisch an annual base salary of $279,840 Canadian dollars. Ms. Boenisch is eligible for discretionary salary increases.

 

Equity Compensation

 

Grants of Plan-Based Awards

 

The following table sets forth the awards granted for each named executive officer during the year ended September 30, 2023 under our 2022 Omnibus Incentive Plan:

 

25

 

 

      Estimated future payouts under non-equity incentive plan awards(1)  Estimated Future Payouts under Equity Incentive Plan Awards(2) 

 

 

 

 

Name

 

 

 

Grant Date

 

 

 

Threshold ($)

 

 

 

Target ($)

 

 

 

Maximum ($)

 

 

 

Threshold (#)

 

 

 

Target (#)

 

 

 

Maximum (#)

  Exercise or base price of option award ($/sh)  Grant date fair value of option awards ($) (3)
Christopher Missling  March 31, 2023   —    124,753    124,753    —    500,000    500,000    8.57    3,066,200 
Sandra Boenisch  March 31, 2023   —    —    —    —    50,000    50,000    8.57    306,700 

 

(1) Amounts reported represent the potential short-term incentive compensation amounts payable in the 2023 fiscal year under our annual cash incentive program. The amounts reported represent each executive officer’s target and maximum possible payments for 2023. Because actual payments to the named executive officers could range from 0% to 100% of their target bonus, the threshold payment amount is $0. The actual short-term incentive bonus amount earned by each named executive officer for 2023 is reported in the Bonus column in the Summary Compensation Table above.

 

(2) Represents shares of our common stock underlying options awarded. Amounts reported which are subject to performance-based vesting conditions, as described in the section “Elements of Executive Compensation – Equity Compensation” above

 

(3)Represents the fair value of each equity award on the date of grant, as computed in accordance with FASB ASC 718.

 

 Outstanding Equity Awards at Fiscal Year-End

 

The following table sets forth for each named executive officer and director certain information concerning the outstanding equity awards as of September 30, 2023.

 

26

 

 

Option Awards
Name   Number of
Securities
Underlying
Exercisable
Options
(#)		   Number of
Securities
Underlying
Unexercisable
Options
(#)		   Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned Options
(#)		   Option Exercise
Price
($)		   Option
Expiration
Date
Christopher     73,380       —       —       1.32     May 8, 2024
Missling     500,000       —       —       0.92     April 2, 2025
      187,500       —       —       5.04     Sept 18, 2025
      379,625       —       —       6.26     July 5, 2026
      861,429       —       —       7.06     July 18, 2026
      500,000       —       —       3.28     Sept 22, 2026
      450,000       —       —       5.92     May 12, 2027
      400,000       —       —       3.30     Dec 13, 2027
      450,000       —       —       2.30     May 15, 2028
      409,500       —       —       2.58     Oct. 1, 2028
      750,000       —       —       3.15     May 3, 2029
      550,000       —       —       2.96     January 6, 2030
      550,000       —       —       5.49     December 30, 2030
      —       —       500,000       18.11     August 2, 2031
      —       —       500,000       7.54     June 14, 2032
      —       —       500,000       10.09     June 27, 2032
      —       —       500,000       8.57     March 31, 2032
Sandra Boenisch     30,000       —       —       3.30     Dec 13, 2027
      30,000       —       —       2.30     May 15, 2028
      27,300       —       —       2.58     Oct. 1, 2028
      35,000       —       —       2.93     June 4, 2029
      70,000       —       —       2.96     January 6, 2030
      50,000       —       —       5.49     December 30, 2030
      —       —       40,000       18.11     August 2, 2031
      —       —       40,000       10.09     June 27, 2032
      —       —       50,000       8.57     March 31, 2032

 

27

 

 

Option Exercises and Stock Vested

 

The following table sets forth for each named executive officer awards that were exercised during the year ended September 30, 2023:

 

    Option Awards
Name   Number of shares acquired on exercise (#)   Value realized on exercise ($)
Christopher Missling     500,000       3,203,340  
Sandra Boenisch     —       —  

 

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

 

There was no nonqualified deferred compensation for our named executive officers in fiscal 2023.

 

CEO Pay Ratio Disclosure

 

We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. Based on the information for fiscal year 2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 7.7:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below.

 

We identified the median employee by examining the 2023 annual base salary compensation for all individuals, excluding our CEO. We excluded independent contractors retained on an as needed basis, whose compensation is determined by an unaffiliated third party, and who are therefore are not considered our employees for purposes of the pay ratio calculation.

 

We included all employees who were employed by us as of September 30, 2023. We selected the determination date and measurement period because they are recent periods for which employee census and compensation information are readily available. Salaries and wages were annualized for those employees who were not employed for the full year of fiscal 2023. We selected annual base salary as our compensation measure because it is readily available in our existing payroll systems, it is consistently calculated for each employee, and because it is a reasonable proxy for total compensation for purposes of determining the median employee. We did not apply any cost-of-living adjustments to the compensation of employees in jurisdictions other than the jurisdiction in which the CEO resides.

 

Once we identified our median employee, we calculated such employee’s annual total compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in that employee’s annual total compensation of $512,245. The median employee’s annual total compensation includes annualized base salary, annualized bonus, annualized 401(k) matching contributions, and the fair value of awards granted during the fiscal year ended September 30, 2023 under our 2022 Omnibus Incentive Plan.

 

With respect to the CEO, we used the amount reported as total compensation in the Summary Compensation Table included in this proxy statement. Any estimates and assumptions used to calculate total annual compensation are described in footnotes to the Summary Compensation Table.

 

28

 

 

Pay Versus Performance

 

The following table and supporting narrative contain information regarding “compensation actually paid” to our named executive officers and the relationship to Company performance.

 

Pay Versus Performance Table

 

            Average       Value of Initial Fixed        
            Summary   Average   $100 Investment on        
            Compensation   Compensation   September 30, 2020        
            Table Total   Actually Paid       Peer Group        
    Summary       for Non-PEO   to Non-PEO       Total        
    Compensation   Compensation   Named   Named   Total   Shareholder   Net Income   Stock
    Table Total   Actually Paid   Executive   Executive   Shareholder   Return ($)   (thousands)   Price
Year   for PEO ($) (1)   to PEO ($) (1)   Officers ($) (2)   Officers ($) (2)   Return ($)   (3)   (4)   ($) (5)
  2023     $ 3,894,453     $ 4,266,103     $ 501,058     $ 542,478     $ 144     $ 95     $ (47,505 )   $ 6.55  
  2022     $ 6,753,643     $ 259,400     $ 452,503     $ (44,360 )   $ 227     $ 90     $ (47,978 )   $ 10.32  
  2021     $ 9,417,057     $ 25,756,400     $ 882,614     $ 2,512,063     $ 395     $ 120     $ (37,909 )   $ 17.95  

 

(1)Reflects compensation for our Chief Executive Officer, Christopher Missling, who served as our Principal Executive Officer (PEO) in 2021, 2022 and 2023.

 

(2)Reflects compensation for Sandra Boenisch in 2021, 2022, and 2023.

 

(3)Peer Group used for TSR comparisons reflects the NASDAQ Biotechnology Index.

 

(4)Net Income (Loss) is the dollar amount reported in the Company’s audited consolidated financial statements for the applicable year.

 

(5)Pursuant to Item 402(v) of Regulation S-K, we determined our stock price to be the most important financial performance measure used to link Company performance to “Compensation Actually Paid” to our PEO and other named executive officers in 2023. Stock price reflects the close price on the last trading day of the fiscal year.

 

29

 

 

To calculate “compensation actually paid” for our CEO and other named executive officers the following adjustments were made to Summary Compensation Table total pay.

 

    PEO   Other Named Executive Officers
Adjustments   2023   2022   2021   2023   2022   2021
Summary Compensation Table Total   $ 3,894,453     $ 6,753,643     $ 9,417,057     $ 501,058     $ 452,503     $ 882,614  
Deduction for amount reported in “Options Awards” column of the Summary Compensation Table   $ 3,066,200     $ 6,045,043     $ 8,745,457     $ 306,700     $ 277,603     $ 724,314  
Addition of fair value at fiscal year (FY) end, of equity awards granted   $ 3,492,500     $ 7,410,500     $ 13,473,100     $ 349,250     $ 297,440     $ 1,158,440  
Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding   $ (476,500 )   $ (5,989,700 )   $ 9,659,850     $ (39,480 )   $ (516,700 )   $ 855,890  
Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY   $ 421,850     $ (1,870,000 )   $ 1,951,850     $ 38,350       —     $ 339,433  
Compensation Actually Paid   $ 4,266,103     $ 259,400     $ 25,756,400     $ 542,478     $ (44,360 )   $ 2,512,063  

 

“Compensation Actually Paid” reflects the exclusions and inclusions of equity awards for the PEO and the Non-PEO named executive officer and calculated in accordance with FASB ASC Topic 718 using the valuation methodologies and assumptions set forth in the calculation of the grant date fair value of these awards as disclosed in the Company’s audited financial statements for the fiscal year in which equity awards were granted.

 

30

 

 

Compensation Actually Paid Versus Company Performance

 

A graph of a number of companies Description automatically generated

 

A graph with purple and pink bars Description automatically generated

 

A graph of a graph with numbers and a line Description automatically generated with medium confidence

 

Tabular List of Company Performance Measures

 

The most important financial performance measures used by the Company to link executive compensation actually paid to our named executive officers for the most recent fiscal year to the Company’s performance was:

 

●Stock price

 

The Company did not use any other financial measures in incentive plans linking performance to compensation actually paid for our named executive officers.

 

31

 

 

Compensation of Directors

 

The table below shows the compensation of our directors who were not our named executive officers for the fiscal year ended September 30, 2023:

 

Name   Fees Earned or Paid in Cash
($)		   Stock
Awards
($)		    Option
Awards
($) (1)		   Non-Equity Incentive Plan Compensation ($)   Nonqualified Deferred Compensation Earnings ($)   All Other Compensation ($)   Total
($)
Athanasios Skarpelos     25,000       —       316,540       —       —       —       341,540  
Claus van der Velden     41,000       —       316,540       —       —       —       357,540  
Steffen Thomas     25,000       —       316,540       —       —       —       341,540  
Peter Donhauser     25,000       —       316,540       —       —       —       341,540  
Jiong Ma     33,000       —       316,540       —       —       —       349,540  

 

 (1) Includes stock option awards valued based on the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718. The amounts shown in the table above do not necessarily reflect the actual value that may be realized by the non-employee director upon vesting. On September 30, 2023, the aggregate number of outstanding vested and unvested stock option awards held by each director was as follows: Mr. Skarpelos possessed options to purchase 355,500 shares, Dr. van der Velden possessed options to purchase 305,500 shares, Dr. Thomas possessed options to purchase 405,500 shares, Dr. Donhauser possessed options to purchase 305,500 shares and Dr. Ma possessed options to purchase 160,000 shares.

 

We currently compensate non-employee directors $25,000 per year, paid quarterly. We compensate Dr. Ma an additional $4,000 per quarter for performing the functions of Chairman of the Board. We compensate Claus van der Velden an additional $4,000 per quarter for performing the functions of Chairman of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

 

We regularly grant members of the Board awards of options. Each Board member is granted options initially when they join the Board, which options typically vest over a three-year period. Additionally, we grant awards on an annual basis. Annual awards of options typically vest in full on the first anniversary of grant date. In 2023, the annual grant was 50,000 options to each director.

 

In addition, directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board. Our Board may award further special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

 

Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

 

Resignation, Retirement, Other Termination, or Change in Control Arrangements

 

Potential Payments Upon Termination

 

The Company is a party to employment contracts with our Chief Executive Officer and Principal Financial Officer that contain provisions for payment of severance upon termination either by the Company without cause or by the employee for good reason. General terms of these arrangements are described below.

 

32

 

 

Our CEO Employment Agreement with Dr. Missling contains provisions regarding our obligations upon his termination and upon a Change in Control. Any capitalized term not defined herein is used as defined in the CEO Employment Agreement. If Dr. Missling’s employment is terminated by us without Cause, he is entitled to receive payments by us consisting of (i) reimbursement of any unpaid business expenses to which he is entitled to reimbursement that were incurred prior to the effective date of his termination, (ii) all vested compensation and benefits to which he is entitled as of the Termination Date, (iii) a severance payment consisting of the three times the sum of (a) his annual salary in effect at the time of termination and (b) the average of the annual Bonuses payable to him for the last three completed calendar years prior to the Termination Date, (iv) all outstanding and unvested stock options and all options previously vested will become and remain exercisable for no less than three years from the Termination Date; (v) all of his unvested and outstanding restricted stock, restricted stock units or other equity awards that are unvested and outstanding as of the Termination Date shall vest and be settled within ten business days after the Termination Date, (vi) life insurance coverage until the end of the term of the CEO Employment Agreement; and (vii) continued participation in all medical, dental and hospitalization benefits plans or programs for Dr. Missling and his eligible dependents for 36 months or until he receives similar benefits at a new employer, at his sole cost. If Dr. Missling’s employment is terminated by him for Good Reason, he is entitled to receive the same as the above, however the severance payment will consist of three times his annual salary in effect at the time of termination and two times the average annual Bonuses payable to him for the last three completed calendar years prior to the Termination Date.

 

If Dr. Missling was terminated by the Company without cause on September 30, 2023, he would have been entitled to a severance payment of $2,444,750. If Dr. Missling terminated his employment for Good Reason on September 30, 2023, he would have been entitled to a severance payment of $2,329,800.

 

Our CFO Employment Agreement with Ms. Boenisch contains provisions regarding our obligations upon her termination. Any capitalized term not defined herein is used as defined in the CFO Employment Agreement. Under the CFO Employment Agreement, if Ms. Boenisch is terminated without Cause, the Company shall pay Ms. Boenisch severance compensation equal to six months base salary payable by the Company for the six-month period following the Termination. In addition, the Company must provide Ms. Boenisch thirty (30) day notice of her Termination. If the Company opts to have Ms. Boenisch cease providing services to the Company prior to the expiration of the thirty (30) day notice-period (the “Notice Period”), Ms. Boenisch shall receive the Compensation and Benefits for the full length of the Notice Period as if such period was not waived. In addition, any unvested stock options or stock awards vesting in the contract year of Termination held by Ms. Boenisch as of the Date of Termination shall immediately vest.

 

If Ms. Boenisch was terminated by the Company without cause on September 30, 2023, she would have been entitled to continued salary payments equal to $97,890 in total.

 

The following table presents accelerated vesting for certain equity awards outstanding at the time of the executive’s termination for each named executive officer, if employment were terminated by either the Company without cause or by Dr. Missling for good reason on September 30, 2023:

 

   Vesting Upon Termination
Named Executive Officer  Unvested Stock Options (#)  Stock Option Awards Estimated Benefit ($)(1)
Dr. Christopher Missling   2,000,000    — 
Sandra Boenisch   —(2)   — 

 

(1) Estimated benefit based on the closing stock price of $6.55 at September 30, 2023.

 

(2) Ms. Boenisch’s unvested stock options at September 30, 2023 all contained performance based vesting conditions, therefore such options would not automatically vest upon Termination.

 

Potential Payments Upon Change in Control

 

If the Company is subject to a Change in Control, then the CEO Employment Agreement and the CFO Employment Agreement provide that all previously granted but unvested stock options held by Dr. Missling and Ms. Boenisch shall vest.

 

The following table presents accelerated vesting for certain equity awards outstanding to the Named Executive Officer, if a change in control had occurred at September 30, 2023:

 

33

 

 

   Vesting Due to Change in Control
Named Executive Officer  Unvested Stock Options (#)  Stock Option Awards Estimated Benefit ($)(1)
Dr. Christopher Missling   2,000,000    — 
Sandra Boenisch   130,000    — 

 

(1) Estimated benefit based on the closing stock price of $6.55 at September 30, 2023.

 

For a complete description of these terms and conditions please refer to the CEO Employment Agreement and CFO Employment Agreement (and their amendments) filed as exhibits to the Company’s most recent Annual Report on Form 10-K.

 

Commitment to Corporate Responsibility

 

Anavex is committed to environmental, social and governance (“ESG”) issues.

 

Environmental Factors: As we continue to expand our operations, we consider our environmental impact, and where feasible, have taken measures to increase our sustainability efforts. Some of our efforts include remote monitoring of vendors, staff and patients, where appropriate, and engagement of local consultants or vendors to oversee projects in foreign jurisdictions. As well, we are always committed to reducing waste within our supply chain, wherever possible.

 

Social Factors: Our mission is to discover, develop and deliver innovative therapeutics in areas of unmet medical need that improve people’s lives. We aim to accomplish our mission through the collective efforts of talented individuals who work together to advance scientific research. At Anavex, we place a premium on integrity, respect and collaboration. These values have helped us to build a growing company that offers professionally rewarding careers with the opportunity to make a meaningful contribution to people in need. We provide our employees with competitive salaries and bonuses, opportunities for equity ownership, development programs that enable continued learning and growth and a robust employment package that promotes well-being across all aspects of their lives. In addition to salaries, these programs include potential annual discretionary bonuses, stock option awards, a 401(k) plan, healthcare and insurance benefits, paid time off, family leave, and flexible work schedules, among other benefits.

 

Diversity and Inclusion: Anavex is an equal opportunity employer, and we are committed to building a diverse workforce. We consider all qualified applicants for employment without regard to age, race, color, sex, religion/creed, national origin, marital status, ancestry, citizenship, military, reservist or veteran status, pregnancy, sexual orientation or preference, gender identity, gender expression, physical or mental disability, genetic predisposition or carrier status, or any other category protected under applicable federal, state or local law. As of September 30, 2023, women made up approximately 45% of our workforce and visible or other minorities made up approximately 35% of our workforce across all areas of the Company including management. As of September 30, 2023, our employee pool includes several members who identify as a member of an underrepresented racial or other minority group.

 

Ethics and Corporate Governance: We aspire to maintain the highest ethical standards. All of our employees are required to adhere to our Code of Business Conduct and Ethics, which provides, among other things, that all of our employees, officers and directors must (i) act with integrity and observe the highest ethical standards of business conduct in his or her dealings with our customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job, and (ii) conduct relationships with colleagues and business relationships with competitors, suppliers and customers free of any discrimination, including based on race, color, creed, religion, age, gender, sex, sexual preference, national origin, marital status, veteran status, handicap or disability.

 

34

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of April 26, 2024, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and our named executive officers and by our current directors and executive officers as a group. We have determined the number and percentage of shares beneficially owned by such person in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. This information does not necessarily indicate beneficial ownership for any other purpose.

 

Title of class  Name and address of
beneficial owner		  Amount and nature of
beneficial ownership		  Percent of
class (1)
Common Stock  Christopher Missling (CEO/Director)   7,363,264(2)   8.1%
Common Stock  Athanasios Skarpelos (Director)   1,595,292(3)   1.9%
Common Stock  Claus van der Velden (Director)   238,834(4)   * 
Common Stock  Steffen Thomas (Director)   338,834(5)   * 
Common Stock  Peter Donhauser (Director)   240,999(6)   * 
Common Stock  Jiong Ma (Director, Chairperson)   81,667(7)    * 
Common Stock  Sandra Boenisch (Principal Financial Officer)   275,263(8)   * 
Common Stock  Directors & Executive Officers as a group (7 persons)    10,134,151    11.0%
5% Holders             
Common Stock  The Vanguard Group 100 Vanguard Blvd Malvern, PA 19355   4,360,648(9)   5.2%
Common Stock  BlackRock, Inc. 55 East 52nd Street New York, NY 10055   6,671,075(9)   7.9%

 

*Less than 1%

 

35

 

 

(1) Percentage of ownership is based on 84,641,537 shares of our common stock issued and outstanding as of April 26, 2024. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
   
(2) Includes options to purchase 500,000 shares of our common stock at $0.92 per share, options to purchase 187,500 shares of our common stock at $5.04 per share, options to purchase 379,625 shares of our common stock at $6.26 per share, options to purchase 861,429 shares of our common stock at $7.06 per share, options to purchase 500,000 shares of our common stock at $3.28 per share, options to purchase 450,000 shares of our common stock at $5.92 per share, options to purchase 400,000 shares of our common stock at $3.30 per share, options to purchase 450,000 shares of our common stock at $2.30 per share, options to purchase 409,500 shares of our common stock at $2.58 per share, options to purchase 750,000 shares of our common stock at $3.15 per share, options to purchase 550,000 shares of our common stock at $2.96 per share, options to purchase 550,000 shares of our common stock at $5.49 per share, and options to purchase 125,000 shares of our common stock at $10.09 per share that are vested or are vesting within 60 days. Excludes options to purchase 500,000 shares of our common stock at $18.11, options to purchase 500,000 common shares at $7.54 per share, options to purchase 375,000 common shares at $10.09 per share, options to purchase 500,000 shares at $8.57 per share and options to purchase 500,000 shares at $5.36 per share that do not vest within 60 days.
   
(3) Includes options to purchase 100,000 shares of our common stock at $3.28 per share, options to purchase 45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, and options to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per share, options to purchase 16,667 shares of our common stock at $10.09 per share, and options to purchase 16,667 shares of our common stock at $8.57 that have vested or are vesting within 60 days. Excludes options to purchase 33,000 shares of our common stock at $10.09 per share, options to purchase 33,333 shares of our common stock at $8.57 per share, and options to purchase 50,000 shares of our common stock at $5.36 per share that do not vest within 60 days.
   
 (4)  Includes options to purchase 50,000 shares of our common stock at $2.60 per share, options to purchase 45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per share, options to purchase 16,667 shares of our common stock at $10.09 per share, and options to purchase 16,667 shares of our common stock at $8.57 per share that have vested or are vesting within 60 days. Excludes options to purchase 33,333 shares of our common stock at $10.09 per share, options to purchase 33,333 shares of our common stock at $8.57 per share and options to purchase 50,000 shares of our common stock at $5.36 per share that are not vesting within 60 days.
   
(5) Includes options to purchase 50,000 shares of our common stock at $1.76 per share and options to purchase 100,000 shares of our common stock at $3.28 per share, options to purchase 45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per share, options to purchase 16,667 shares of our common stock at $10.09 per share, and options to purchase 16,667 shares of our common stock at $8.57 per share that have vested or are vesting within 60 days. Excludes options to purchase 33,333 shares of our common stock at $10.09 per share, options to purchase 33,333 shares of our common stock at $8.57 per share and options to purchase 50,000 shares of our common stock at $5.36 per share that are not vesting within 60 days.
   
(6) Includes options to purchase 50,000 shares of our common stock at $5.39 per share, options to purchase 45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per share, options to purchase 16,667 shares of our common stock at $10.09 per share, and 16,667 shares of our common stock at $8.57 per share that have vested or are vesting within 60 days. Excludes options to purchase 33,333 shares of our common stock at $10.09 per share, options to purchase 33,333 shares of our common stock at $8.57 per share and options to purchase 50,000 shares of our common stock at $5.36 per share that are not vesting within 60 days.
   
(7)

Includes options to purchase 23,333 shares of our common stock at $13.01, options to purchase 25,000 shares of our common stock at $18.11, options to purchase 16,667 shares of our common stock at $10.09, and options to purchase 16,667 shares of our common stock at $8.57 per share that have vested or are vesting within 60 days. Excludes options to purchase 11,667 shares of common stock at $13.01 per share, options to purchase 33,333 shares of our common stock at $10.09 per share, options to purchase 33,333 shares of our common stock at $8.57 per share and options to purchase 50,000 shares of our common stock at $5.36 per share that do not vest within 60 days.

 

(8) Includes options to purchase 30,000 shares of our common stock at $3.30 per share, and options to purchase 30,000 shares of our common stock at $2.30 per share, options to purchase 27,300 shares of our common stock at $2.58 per share, options to purchase 35,000 shares of our common stock at $2.93, options to purchase 70,000 shares of our common stock at $2.96 per share, options to purchase 50,000 shares of our common stock at $5.49 per share, and options to purchase 10,000 shares of our common stock at $10.09 per share that have vested or are vesting within 60 days. Excludes options to purchase 40,000 shares of our common stock at $18.11 per share, options to purchase 30,000 shares of our common stock at $10.09 per share, options to purchase 50,000 shares of our common stock at $8.57 per share and options to purchase 50,000 shares at $5.36 per share that do not vest within 60 days.
   
(9) Based on Schedule 13G/As as filed with the SEC on January 22, 2024, January 25, 2024 and February 13, 2024.

 

36

 

 

DELINQUENT SECTION 16(A) REPORTS

 

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than ten percent (10%) of our outstanding common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish us with all copies of Section 16(a) forms they file.

 

Based solely on our review of the forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and persons who own more than 10% of our common stock were complied with in fiscal year 2023.

 

FUTURE STOCKHOLDER PROPOSALS

 

Stockholder proposals may be included in our proxy statement for an annual meeting so long as they are provided to us on a timely basis and satisfy the other conditions set forth in SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. To have a proposal intended to be presented at our 2025 annual meeting of stockholders be considered for inclusion in the proxy statement and form of proxy relating to that meeting, a stockholder must deliver written notice of such proposal in writing to the Corporate Secretary at our corporate headquarters no later than January 6, 2025, which is 120 days before the anniversary of the filing date of this proxy (unless the date of the 2025 annual meeting of Stockholders is not within thirty (30) days of June 18, 2025, in which case the proposal must be received no later than a reasonable period of time before we begin to print and send our proxy materials for our 2025 annual meeting). Such proposal must also comply with the requirements as to form and substance established by the Commission for such a proposal to be included in the proxy statement. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

 

NO DISSENTERS’ RIGHTS

 

Under the Nevada Revised Statutes, our holders of Common Stock are not entitled to dissenters’ rights with respect to any of the Proposals, and we will not independently provide such holders with any such right.

 

CODE OF ETHICS AND CONDUCT

 

Our Board adopted a code of business ethics and conduct (the “Code of Ethics”), applicable to all of our executives, directors and employees. The Code of Ethics is available in print to any stockholder that requests a copy. Copies may be obtained by contacting Investor Relations at our corporate headquarters. Our Code of Ethics is also available on our website at www.anavex.com/corporate-governance. We intend to make any disclosures regarding amendments to, or waivers from, the Code of Business Conduct required under Form 8-K by posting such information on our website.

 

TRANSACTIONS WITH RELATED PERSONS

 

Our Code of Business Conduct and the Audit Committee Charter, each available on our website at www.anavex.com/corporate-governance, set forth our policies and procedures for the review and approval of transactions with related persons, including transactions that would be required to be disclosed in this proxy in accordance with SEC rules.

 

37

 

 

In circumstances where one of our directors or executive officers, or a family member, has a direct or indirect material interest in a transaction with the Company, our Corporate Governance Committee must review and approve all such proposed transactions. In determining whether to approve or ratify a transaction with a related person, among the factors the Audit Committee may consider (as applicable) are: the business purpose for entering into the transaction, the size and terms of the transaction; the availability of alternative sources of comparable products or services, whether the transaction could impair the judgment of the related person in performing his or her duties, whether the transaction would be consistent with Nasdaq’s requirements for independent directors, and any other factors the Audit Committee deems relevant.

 

There have been no transactions, since October 1, 2022, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of our total assets at year-end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest.

 

  i. any director or executive officer of our Company;
  ii. any beneficial owner of shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; and
  iii. any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons.

 

OTHER MATTERS

 

We know of no other matters to be submitted to the stockholders at the 2024 Meeting. If any other matters properly come before the stockholders at the meeting, the persons named in the enclosed form of proxy will vote the shares they represent in their discretion.

 

2024 MEETING PROXY MATERIALS AND RESULTS

 

Copies of this proxy statement and proxy materials ancillary hereto will be available on our website at www.anavex.com and at https://viewproxy.com/Anavex/2024. We intend to publish final results from the 2024 Meeting in a Current Report on Form 8-K, which will be filed with the Commission within four (4) business days from the 2024 Meeting, or as amended thereafter. You may obtain a copy of this and other reports free of charge at or the Commission at (800) 732-0330 or https://www.sec.gov.

 

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

 

To reduce costs and reduce the environmental impact of our 2024 Annual Meeting, we have adopted a procedure approved by the SEC known as “householding,” which is available to both registered stockholders and beneficial owners of shares held in street name. Only one proxy statement is being or shall be delivered to two (2) or more stockholders who share an address, unless the Company has received contrary instruction from one (1) or more of such stockholders. The Company will promptly deliver, upon written or oral request, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the document was delivered. If you would like to request additional copies of the proxy statement, or if in the future you would like to receive multiple copies of information or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please so instruct the Company by writing to us at 630 Fifth Avenue, 20th Floor, New York, NY 10111 Attention: Christopher Missling, PhD or telephoning us at 844.689.3939.

 

38