0000921895-23-001018.txt : 20230503 0000921895-23-001018.hdr.sgml : 20230503 20230503145319 ACCESSION NUMBER: 0000921895-23-001018 CONFORMED SUBMISSION TYPE: PX14A6G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230503 DATE AS OF CHANGE: 20230503 EFFECTIVENESS DATE: 20230503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aurinia Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001600620 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981231763 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PX14A6G SEC ACT: 1934 Act SEC FILE NUMBER: 001-36421 FILM NUMBER: 23883230 BUSINESS ADDRESS: STREET 1: #140, 14315 - 118 AVENUE CITY: EDMONTON STATE: A0 ZIP: T5L 4S6 BUSINESS PHONE: 250-744-2487 MAIL ADDRESS: STREET 1: #140, 14315 - 118 AVENUE CITY: EDMONTON STATE: A0 ZIP: T5L 4S6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MKT Capital Ltd. CENTRAL INDEX KEY: 0001975258 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: PX14A6G BUSINESS ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICE (CAYMAN) LTD STREET 2: 89 NEXUS WAY, GERMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9007 BUSINESS PHONE: 41 79200 4774 MAIL ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICE (CAYMAN) LTD STREET 2: 89 NEXUS WAY, GERMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9007 PX14A6G 1 px14a6g13781002_05032023.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

NOTICE OF EXEMPT SOLICITATION

Submitted Pursuant to Rule 14a-6(g)

 

(Amendment No. )

 

1.Name of the Registrant:

Aurinia Pharmaceuticals Inc.
2.Name of Person Relying on Exemption:

MKT Capital Ltd.
3.Address of Person Relying on Exemption:

c/o Ogier Fiduciary Service (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman, Cayman Islands KY1-9007
4.Written Materials. The following written material is attached:

Press Release, dated May 3, 2023

 

* * *

Written material is submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. This is not a solicitation of authority to vote any proxy. MKT Capital Ltd. is not asking for your proxy card and will not accept proxy cards if sent. The cost of this filing is being borne entirely by MKT Capital Ltd. and its affiliates.

PLEASE NOTE: MKT Capital Ltd. is not asking for your proxy card and cannot accept your proxy card. Please DO NOT send us your proxy card.

 

(Written material follows on next page)

 

 

ISS Recommends Aurinia Shareholders Vote Against the Company’s Named Executive Officers’ Compensation

 

MKT Capital Encourages Shareholders to Follow the ISS Recommendation and Also Withhold Support for Chairman Dr. George Milne, CEO Peter Greenleaf and Compensation Committee Chair Joseph Hagan

 

CAYMAN ISLANDS--(BUSINESS WIRE)-- MKT Capital Ltd. (together with its affiliates, “MKT Capital” or “we”), a significant shareholder of Aurinia Pharmaceuticals Inc. (NASDAQ: AUPH) (“Aurinia” or the “Company”) with beneficial ownership of approximately 4.2% of Aurinia’s outstanding shares, today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended shareholders vote AGAINST the ratification of the Company’s named executive officers’ (“NEOs”) compensation at the upcoming 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) scheduled to be held on May 17, 2023.

 

Antoine Khalife, founder of MKT Capital, commented:

 

“Ahead of this year’s Annual Meeting, ISS has recommended shareholders vote AGAINST Aurinia’s proposal to ratify its NEOs’ compensation due to ‘unmitigated pay-for-performance misalignment.’ For years, Compensation Committee Chair Joseph Hagan has pushed through rich compensation packages to the detriment of shareholders, so we are pleased that an independent proxy advisory firm has recognized this misalignment and issued a voting recommendation accordingly. Aurinia’s NEOs are slated to receive pure time-vesting equity awards despite the fact that the Company has dramatically underperformed peers and indices across relevant time horizons. This type of misalignment is illustrative of a leadership team that does not believe it should be held accountable to its true owners, which is why MKT Capital is recommending shareholders WITHHOLD support for Chairman Dr. George Milne, CEO Peter Greenleaf and Compensation Committee Chair Joseph Hagan at the upcoming Annual Meeting. This will send a clear message to the Board that the status quo cannot persist, and swift action must be taken to reverse the destruction of shareholder value.”

 

***

About MKT Capital Ltd.

 

Founded in 2012 by Antoine Khalife, MKT Capital Ltd. is an investment management firm which aims to deliver optimal risk-adjusted returns for its investors. For more information, contact Info@mkttacticalfund.com.

 

THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. MKT CAPITAL LTD. IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. MKT CAPITAL LTD. IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.

 

Contacts

 

Longacre Square Partners

Charlotte Kiaie / Olivia McCann, 646-386-0091

ckiaie@longacresquare.com / omccann@longacresquare.com

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