DEFA14A 1 tm2021357-8_defa14a.htm DEFA14A





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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on August 3, 2020.MENLO THERAPEUTICS INC. Meeting Information Meeting Type: Annual Meeting For holders as of: June 10, 2020 Date: August 3, 2020 Time: 10:00 a.m. Local Time Location: 520 U.S. Highway 22, Suite 204 Bridgewater, NJ 08807MENLO THERAPEUTICS INC. 520 U.S. HIGHWAY 22, SUITE 204 BRIDGEWATER, NJ 08807You are receiving this communication because you hold shares in the company named above.This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).We encourage you to access and review all of the important information contained in the proxy materials before voting.See the reverse side of this notice to obtain proxy materials and voting instructions.





Before You Vote How to Access the Proxy MaterialsProxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT FORM 10-K How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote .com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before July 20, 2020 to facilitate timely delivery.How To Vote Please Choose One of the Following Voting MethodsVote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.





Voting ItemsThe Board of Directors recommends you vote FOR the following Class II director nominees: 1. To elect two Class II directors to hold office until the 2023 Annual Meeting of Stockholders or until their successors are elected Class II directors Nominees:01) Sharon Barbari 02) Rex BrightThe Board of Directors recommends you vote FOR proposals 2 and 3.2. To ratify the selection, by the Audit Committee of the Company’s Board of Directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020;3. To approve and adopt amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Reverse Stock Split Amendment”) to (i) effect a reverse stock split of the Company’s common stock on or before August 3, 2021 at a ratio ranging from 1-for-2 shares up to a ratio of 1-for- 7 shares, which ratio will be selected by the Company’s Board of Directors and set forth in a public announcement (the “Reverse Stock Split”), and (ii) reduce the number of authorized shares of the Company’s common stock by a corresponding ratio (the “Authorized Share Reduction”);4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.