UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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ANAVEX LIFE SCIENCES CORP.
(Name of Registrant as Specified In Its Charter)
___________________________________________
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ANAVEX LIFE SCIENCES CORP.
51 W 52ndStreet, 7thFloor, New York, NY 10019
Dear Stockholder:
You are invited to attend the 2020 Annual Meeting of Stockholders of Anavex Life Sciences Corp. which will be held on Tuesday, April 7, 2020, 10:00 a.m., local time, at the offices of K&L Gates LLP, 599 Lexington Avenue, New York, NY 10022.
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 2020 Annual Meeting of Stockholders or any adjournments of that meeting. In addition to considering the matters described in the proxy statement, we will report on matters of interest to our stockholders.
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 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.
The proxy statement is dated February 20, 2020 and is expected to be first mailed to stockholders of Anavex Life Sciences Corp. on or about February 26, 2020. The Proxy Statement and 2019 Annual Report are available at http://www.viewproxy.com/Anavex/2020.
We look forward to your continued support.
Sincerely,
/s/Christopher Missling, PhD.
Christopher Missling, PhD.
Chief Executive Officer and
Chairman of the Board of Directors
February 20, 2020
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TABLE OF CONTENTS
Page
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PROXY STATEMENT FOR THE
2020 Meeting OF STOCKHOLDERS
______________________
Anavex Life Sciences Corp. (“we,” “us,” “our,” “Anavex,” or the “Company”) is providing these proxy materials in connection with the 2020 Annual Meeting of Stockholders of Anavex Life Sciences Corp. (the “2020 Meeting”). This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the 2020 Meeting.
QUESTIONS AND ANSWERS ABOUT THE 2020 MEETING
| Q: | When and where is the 2020 Meeting? |
| A: | The 2020 Meeting is being held at the offices of K&L Gates LLP, 599 Lexington Avenue, New York, NY 10022, at 10:00 a.m., local time on Tuesday, April 7, 2020. Driving directions to the 2020 Meeting may be obtained by contacting K&L Gates, counsel to the Company at 212.536.3900. |
| Q: | Who is entitled to vote at the 2020 Meeting? |
| A: | Holders of Anavex Life Sciences Corp. common stock, par value $0.001 per share (“Common Stock”), at the close of business on February 11, 2020, the record date for the 2020 Meeting (the “Record Date”) established by our board of directors (the “Board”), are entitled to receive notice of the 2020 Meeting (the “Meeting Notice”), and to vote their shares at the 2020 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 February 20, 2020. |
| As of the close of business on the Record Date, there were 58,664,946 shares of our Common Stock outstanding and entitled to vote. Holders of our Common Stock are entitled to one vote per share at the 2020 Meeting. Holders of the Common Stock are collectively referred to herein as the Company’s “stockholders.” At the 2020 Meeting, there are a total of 58,664,946 possible votes with respect to the outstanding shares of capital stock entitled to vote at the Meeting. | |
| Q: | Who can attend the 2020 Meeting? |
| A: | Admission to the 2020 Meeting is limited to: |
| • | stockholders as of the close of business on the Record Date, February 11, 2020; | |
| • | holders of valid proxies for the 2020 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. | |
| 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 2020 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? |
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| 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 as Appendix A to 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 2020 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 2020 Meeting constitutes a quorum. Your shares will be counted as present at the 2020 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 2020 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 2020 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 BDO USA, LLP as the Company’s independent registered public accounting firm. | |
| Q: | What vote is required to approve these proposals? | |
| A: | Provided a quorum is present, the following are the voting requirements for each proposal: | |
| • | Proposal 1. Election of Directors. Each of the six (6) nominees who receives the vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy shall be elected. | |
| • | Proposal 2. Ratification of Independent Registered Public Accounting Firm. The Company’s independent registered public accounting firm, BDO USA, 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. | |
| 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 BDO USA, LLP as the Company’s independent registered public accounting firm; and | |
| Q: | How do I vote? | |
| A: | You may vote by any of the following methods: | |
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| • | In Person. Stockholders of record and beneficial stockholders with shares held in street name may vote in person at the 2020 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. |
| 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., 51 W 52nd Street, 7th Floor, New York, NY 10019, Attention: Christopher Missling, PhD., Chief Executive Officer, or by submitting another proxy card before the conclusion of the 2020 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 referred to as a “broker non-vote.” Q: Which ballot measures are considered “routine” or “non-routine”? | |
| A: | The ratification of BDO USA, 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”) is considered a non-routine matter. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal 1. |
| Q: | Could other matters be decided at the 2020 Meeting? |
| A: | As of the date of the filing of this proxy statement, we were not aware of any matters to be raised at the 2020 Meeting other than those referred to in this proxy statement. |
| If other matters are properly presented at the 2020 Meeting for consideration, the proxy holders for the 2020 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? |
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| 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 2020 Meeting? |
| A: | If you have any questions about the 2020 Meeting or would like additional copies of any of the documents referred to in this proxy statement, you should call our Investor Relations department at 844.689.3939. |
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PROPOSAL 1 - ELECTION OF DIRECTORS
At the 2020 Meeting, a board of six directors will be elected, each to hold office until 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). 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. All of the Board’s nominees are incumbent directors of the Company.
Information Concerning Director Nominees
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 54, has over twenty years of healthcare industry experience in big pharmaceutical, biotech industry 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. Also, 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.
Claus van der Velden, PhD. Claus van der Velden, PhD, age 47, brings significant expertise in management, accounting, internal controls and risk management. Since July of 2011, he has served as corporate head of Management Accounting, Internal Audit and Risk Management at Stroeer SE & Co KGaA, a publicly listed German digital media company. 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.
Athanasios Skarpelos. Athanasios (Tom) Skarpelos, age 53, is a self-employed investor with 20 years of experience working with private and public companies. For more than 12 years, he has been focused 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.
Elliot Favus, MD. Elliot Favus, age 45, is Chief Executive Officer of Favus Institutional Research, a healthcare research firm serving institutional investors. He has been a healthcare equity research analyst on Wall Street since 2006, starting at Lazard Capital Markets and subsequently at Och-Ziff Capital Management Group. Prior to working on Wall Street, Dr. Favus was an Instructor in medicine at Mount Sinai School of Medicine in New York. He attended the University of Michigan (BA, 1996), the University of Chicago Pritzker School of Medicine (MD, 2001) and the NYU-Bellevue Hospital Internal Medicine Residency Program (2004). He is board-certified in Internal Medicine (2004) and has 10 years of basic science laboratory experience working on human genetics projects at Harvard Medical School, the University of Chicago and the University of Pittsburgh.
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Steffen Thomas, PhD. Steffen Thomas, age 54, 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.
Peter Donhauser, D.O., Peter Donhauser, age 54, 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.
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 Mr. Missling serves as our President, Chief Executive Officer, and Secretary.
The Board has determined that that Claus van der Velden, Elliot Favus, Athanasios Skarpelos, Steffen Thomas and Peter Donhauser are independent as that term is defined by NASDAQ 5605(a)(2) and the applicable rules of the Securities and Exchange Commission.
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.”
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Board Leadership Structure.Our Board does not have a policy on whether the offices of Chairman of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from among the independent directors. Our Board believes that it should have the flexibility to make these determinations at any given time in the way that it believes best to provide appropriate leadership for the Company at that time. Our Board has reviewed our current Board leadership structure in light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, and other relevant factors. Considering these factors, the Company determined to have the same individual, Christopher Missling, PhD., serve as Chief Executive Officer and Chairman of the Board.
Similarly, the Company currently does not have a policy requiring a lead Independent Director, however the Board believes that having an Independent Director fill the lead director role is appropriate. Claus van der Velden, PhD currently serves as the lead Independent Director of the Board. The lead Independent Director, among other things, works with the Chairman of the Board in the preparation of the agenda for each Board meeting and in determining the need for special meetings of the Board, chairs any meeting of the Independent Directors in executive session, facilitates communications between other members of the Board and the Chairman of the Board and otherwise consults with the Chairman of the Board on matters relating to corporate governance and Board performance.
Board Role in Risk Oversight.The Board administers its risk oversight function directly. The Board regularly discusses with management the Company’s major risk exposures including compensation risk, their potential financial impact on the Company, and the steps taken to monitor and control those risks.
The Board and Board Committees
The Board. The Board met five times for meetings during fiscal 2019. Four of such meetings were regularly scheduled meetings and the other special Board meeting was held as needed. During fiscal year 2019, each incumbent director attended 75% or more of the Board 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 (Chairman), Athanasios Skarpelos and Steffen Thomas. Our board of directors has determined that 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 of directors 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 of directors. The Audit Committee met five times during fiscal 2019. In fulfilling its oversight responsibilities, the Audit Committee has, among other things;
| i) | reviewed and discussed with management the audited consolidated financial statements contained in the Company’s 2019 Annual Report on Form 10-K; |
| ii) | discussed with BDO USA, LLP (“BDO”), the Company’s independent registered public accounting firm, the overall scope and plans for the Company’s annual audit; |
| iii) | met with BDO, to discuss the results of their annual audit, management’s response to any significant findings, its observations of the Company’s internal controls over financial reporting, the selection, application and disclosure of critical accounting policies, new accounting pronouncements and developments, key accounting judgements and assumptions made in preparing the Company’s consolidated financial statements; |
| iv) | received written communications from BDO, regarding matters required to be discussed under generally accepted auditing standards, including Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301, Communications with Audit Committees; |
| v) | held discussions with BDO regarding independence matters required to be discussed by PCAOB Ethics and Independence Rules 3526, Communications with Audit Committees Concerning Independence, and determined that BDO has met such independence standards; |
| vi) | provided oversight to management in connection with the Company’s system of internal controls over financial reporting; and |
| vii) | reviewed BDO’s report of Independent Registered Public Accounting Firm included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 related to its audit of the effectiveness of internal controls over financial reporting. |
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Based on the above, the Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included on the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, as filed with the SEC.
Nominating and Corporate Governance Committee
The members of our Nominating and Corporate Governance Committee are Claus van der Velden (Chairman), Steffen Thomas and Peter Donhauser.
The Nominating and Corporate Governance 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 Nominating and Corporate Governance Committee did not meet but did act by written consent during fiscal 2019.
Compensation Committee
The members of our Compensation Committee are Claus van der Velden (Chairman), Steffen Thomas and Peter Donhauser.
The Compensation Committee assists our board of directors 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 of directors, or an officer or officers of the Company, the authority to review and grant stock-based compensation for employees who are not executive officers.
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.
The Compensation Committee operates under a charter that was adopted by our board of directors. The Compensation Committee met two times during fiscal 2019.
Compensation Committee Interlocks and Insider Participation
None of our directors who currently serve as members of our compensation committee is, or has at any time during the past year been, one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving on our board of directors or compensation committee.
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Stockholder Recommendations for Board Candidates
The Board will consider qualified candidates for directors recommended and submitted by stockholders. Submissions that meet the then current criteria for Board membership are forwarded to the Board for further review and consideration. The Board 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: Christopher Missling, PhD., Chief Executive Officer.
The Board 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., 51 W 52nd Street, 7th Floor, New York, NY 10019, 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.
The foregoing Proposal 1 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.
The Board unanimously recommends a vote “FOR” each nominee.
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.
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PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our stockholders are being provided the opportunity to ratify the Board’s appointment of BDO USA, LLP as our independent registered public accounting firm to perform independent audit services for the fiscal year ending September 30, 2020.
Our Board has appointed BDO USA, LLP to examine our financial statements for the fiscal year ending September 30, 2020. The selection of BDO USA, LLP as the independent registered public accounting firm for fiscal 2020 is being presented to our stockholders for ratification at the 2020 Meeting. Representatives of BDO USA, LLP are expected to be present at the 2020 Meeting.
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, for the fiscal years ended September 30, 2019 and 2018:
| 2019 | 2018 | |||||||
| Audit Fees | $ | 229,763 | $ | 224,181 | ||||
| Audit Related Fees | — | — | ||||||
| Tax Fees | — | — | ||||||
| All Other Fees | — | — | ||||||
| Total Fees | $ | 229,763 | $ | 224,181 | ||||
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 Securities and Exchange Commission for the fiscal years ended September 30, 2019 and 2018 in connection with statutory and regulatory filings or engagements.
Tax Fees. Consists of fees billed for professional services rendered in connection with tax consultations.
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 firm. All of the above services and fees were reviewed and approved by our Audit Committee before the respective services were rendered.
Our Audit Committee has considered the nature and amount of fees billed or expected to be billed by BDO USA, LLP and believes that the provision of services for activities unrelated to the audit was compatible with maintaining BDO USA, LLP’s independence.
The foregoing Proposal 2 will be approved upon the affirmative vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy.
The Board unanimously recommends a vote “FOR” the ratification of BDO USA, LLP as its independent registered public accounting firm for fiscal year 2020.
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INFORMATION CONCERNING EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS
Sandra Boenisch, CPA, CGA, Ms. Boenisch, age 38, 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. From 2012 until 2017, Ms. Boenisch was an independent consultant, providing financial reporting services to a range of public companies in the United States and Canada. From 2008 until 2012, Ms. Boenisch was employed at BDO Canada LLP (Vancouver, BC) where she 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.
EXECUTIVE AND DIRECTOR COMPENSATION
The Company’s compensation objectives are to offer our 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 the Company’s executive compensation opportunity is related to factors that directly and indirectly influence shareholder 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.
Our Executive Compensation Program and Philosophy
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 shareholder value, recognizes individual contributions, and encourages long-term value creation.
The Compensation Committee meets at least twice per year to review and evaluate executive compensation and each executive 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. Ultimately, the Compensation Committee seeks to evaluate, based on the achievement of financial and nonfinancial objectives, the variable compensation, including special awards, of executive officers of the Company 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 executive’s compensation opportunity should be tied to variable compensation and value creation for shareholders. 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 shareholders over the long term.
Compensation Consultants
The Compensation Committee makes recommendations to the Board for all compensation for executives, 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 2019, the Compensation Committee did not engage any compensation consultants.
Annual Discretionary Cash Bonuses
The Company has an annual discretionary cash bonus program. The Compensation Committee, or board of directors works with the Chief Executive Officer to evaluate the Company’s financial performance and overall financial condition to determine if discretionary bonuses are to be paid.
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Benefits
The Company’s executives are entitled to participate in employee benefit plans, programs and arrangements implemented by the Company and generally available to all salaried employees, such as medical, dental and insurance programs. Executives are also allowed to participate in the Company’s tax-qualified 401(k) Plan offered to all similarly situated full-time employees.
Summary Compensation
The particulars of compensation paid to our named executive officers for the last two completed fiscal years:
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Other Compen- sation ($) | Total ($) | |||||||||||||||||||
| Christopher Missling, PhD(1) | 2019 | 512,500 | 50,000 | - | 2,806,339 | 11,200 | 3,380,039 | |||||||||||||||||||
| President, Chief Executive Officer, and Director | 2018 | 500,000 | 65,000 | - | 1,973,889 | 11,000 | 2,549,889 | |||||||||||||||||||
| Sandra Boenisch(2) | 2019 | 72,327 | 13,561 | - | 138,672 | - | 224,560 | |||||||||||||||||||
| Principal Financial Officer and Treasurer | 2018 | 79,608 | 11,414 | - | 141,047 | - | 232,069 | |||||||||||||||||||
| (1) | Christopher Missling was appointed as director, President, Chief Executive Officer, Chief Financial Officer, and Secretary on July 5, 2013. |
| (2) | Compensation to Ms. Boenisch denominated in Canadian Dollars and has been translated to US dollars at an exchange rate of 0.7534 during the year ended September 30, 2019 (2018: 0.7805). |
Employment Agreements and Potential Payments Upon Termination or Change in Control Provisions
Christopher Missling
We and Dr. Missling entered into an employment agreement dated July 5, 2013, as amended and extended (the “CEO Employment Agreement”), whereby we currently pay to Dr. Missling an annual base salary of $550,000. 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.
During the year ended September 30, 2019, in connection with the second amendment to the CEO Employment Agreement, Dr. Missling was granted 750,000 options for shares of the Company’s common stock, one third of which shall vest on each of July 5, 2020, July 5, 2021 and July 5, 2022.
Our Employment Agreement with Dr. Missling contains provisions regarding our obligations upon his termination and upon a change of control. In the event of a change of control, as such term is defined in the CEO Employment Agreement, all previously granted but unvested stock options held by Dr. Missling shall vest. Depending on the nature of the termination of Dr. Missling’s services, certain of his salary, bonus and granted securities shall vest in the amounts at such time as set forth in the CEO Employment Agreement.
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Sandra Boenisch
We and Ms. Boenisch have entered into an employment agreement dated October 1, 2015, as amended and extended on October 1, 2017 and February 4, 2020 (the “PFO Employment Agreement”) whereby the PFO shall receive an annual base salary of $200,000 Canadian dollars to be effective March 1, 2020, and is entitled to certain compensation from the Company in the event of termination without Cause (as defined in the PFO Employment Agreement).
Ms. Boenisch’s employment agreement, as amended, contains provisions regarding our obligations to Ms. Boenisch upon a change of control. In the event of a change of control, as such term is defined in the PFO Employment Agreement, all of the remaining unvested option shares granted to Ms. Boenisch shall immediately vest with no restrictions on purchase or sale.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth for each named executive officer and director certain information concerning the outstanding equity awards as of September 30, 2019.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Exercisable Options (#) | Number of Securities Underlying Unexercisable Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) | |||||||||||||||||||||||||
| Christopher Missling | 500,000 | - | - | 1.60 | July 5, 2023 | - | - | - | - | |||||||||||||||||||||||||
| 125,000 | - | - | 1.32 | May 8, 2024 | ||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||
| 375,000 | 75,000 | - | 5.92 | May 12, 2027 | ||||||||||||||||||||||||||||||
| 233,333 | 166,667 | - | 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 | ||||||||||||||||||||||||||||||
| Sandra Boenisch | 25,000 | - | - | 5.68 | Oct 2, 2025 | - | - | - | - | |||||||||||||||||||||||||
| 106,696 | - | - | 3.28 | Sept 22, 2026 | ||||||||||||||||||||||||||||||
| 29,168 | 5,832 | - | 5.92 | May 12, 2027 | ||||||||||||||||||||||||||||||
| 17,500 | 12,500 | - | 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 | ||||||||||||||||||||||||||||||
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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, 2019:
| 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 | - | - | 93,871 | - | - | - | 93,871 | |||||||||||||||||||||
| Claus van der Velden | 16,000 | - | 93,871 | - | - | - | 109,871 | |||||||||||||||||||||
| Elliot Favus | - | - | 93,871 | - | - | - | 93,871 | |||||||||||||||||||||
| Steffen Thomas | - | - | 93,871 | - | - | - | 93,871 | |||||||||||||||||||||
| Peter Donhauser | - | - | 93,871 | - | - | - | 93,871 | |||||||||||||||||||||
(1) At September 30, 2019, the aggregate number of outstanding vested and unvested stock option awards held by each director was: Mr. Skarpelos options to purchase 195,500 shares, Mr. Van der Velden options to purchase 95,500 shares, Mr. Favus options to purchase 240,500 shares, Mr. Thomas options to purchase 195,500 shares and Mr. Donhauser options to purchase 95,500 shares.
We currently compensate Claus van der Velden $4,000 per quarter for performing the functions of Chairman of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
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 of directors. Our board of directors may award further special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 19, 2020, 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) | 5,610,431 | (2) | 8.9 | % | |||||
| Common Stock | Athanasios Skarpelos (Director) | 1,501,958 | (3) | 2.6 | % | |||||
| Common Stock | Claus van der Velden (Director) | 78,834 | (4) | * | ||||||
| Common Stock | Elliot Favus (Director) | 240,500 | (5) | * | ||||||
| Common Stock | Steffen Thomas (Director) | 195,500 | (6) | * | ||||||
| Common Stock | Peter Donhauser (Director) | 95,500 | (7) | * | ||||||
| Common Stock | Sandra Boenisch (Principal Financial Officer) | 269,459 | (8) | * | ||||||
| Common Stock | Directors & Executive Officers as a group (7 persons) | 7,992,182 | 12.4 | % | ||||||
| Common Stock | Park West Asset Management LLC | 3,370,000 | 5.7 | % | ||||||
| Common Stock | BlackRock, Inc. | 2,977,213 | 5.1 | % | ||||||
*Less than 1%
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| (1) | Percentage of ownership is based on 58,664,946 shares of our common stock issued and outstanding as of February 19, 2020. 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 Securities and Exchange 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 $1.60 per share, options to purchase 125,000 shares of our common stock at $1.32 per share, 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, and options to purchase 412,500 shares of our common stock at $5.92 per share, options to purchase 266,667 shares of our common stock at $3.30 per share, and options to purchase 450,000 shares of our common stock at $2.30 per share and options to purchase 409,500 shares of common stock at $2.58 per share that are vested or are vesting within 60 days. Excludes options to purchase 37,500 shares of our common stock at $5.92 per share, options to purchase 133,333 shares of our common stock at $3.30 per share, options to purchase 750,000 shares of our common stock at $3.15 per share and options to purchase 550,000 shares of our common stock at $2.96 per share that do not vest within 60 days. |
| (3) | Includes options to purchase 50,000 shares of our common stock at $0.92 per share, options to purchase 100,000 shares of our common stock at $3.28 per share and options to purchase 45,500 shares of our common stock at $2.58 per share that have vested or are vesting within 60 days. Excludes options to purchase 50,000 shares of our common stock at $2.96 per share that do not vest within 60 days. |
| (4) | Includes options to purchase 33,334 shares of our common stock at $2.60 per share and options to purchase 45,500 shares of our common stock at $2.58 per share that have vested or are vesting within 60 days. Excludes options to purchase 16,666 shares of our common stock at $2.60 per share and options to purchase 50,000 shares of our common stock at $2.96 per share that are not vesting within 60 days. |
| (5) | Includes options to purchase 37,500 shares of our common stock at $1.20 per share, options to purchase 50,000 shares of our common stock at $0.92 per share, options to purchase 1,500 shares of our common stock at $5.64 per share, options to purchase 1,500 shares of our common stock at 5.57 per share, options to purchase 1,500 shares of our common stock at $4.90 per share, options to purchase 1,500 shares of our common stock at $5.66 per share, options to purchase 1,500 shares of our common stock at $6.11 per share, options to purchase 100,000 shares of our common stock at $3.28 per share and options to purchase 45,500 shares of our common stock at $2.58 per share that have vested or are vesting within 60 days. Excludes options to purchase 50,000 shares of our common stock at $2.96 per share that do not vest within 60 days. |
| (6) | Includes options to purchase 50,000 shares of our common stock at $1.76 per share, options to purchase 100,000 shares of our common stock at $3.28 per share and options to purchase 45,500 shares of our common stock at $2.58 per share that have vested or are vesting within 60 days. Excludes options to purchase 50,000 shares of our common stock at $2.96 per share that do not vest within 60 days. |
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| (7) | Includes options to purchase 50,000 shares of our common stock at $5.39 per share and options to purchase 45,500 shares of our common stock at $2.58 per share that have vested or are vesting within 60 days. Excludes options to purchase 50,000 shares of our common stock at $2. 960 per share that do not vest within 60 days. |
| (8) | Includes options to purchase 25,000 shares of our common stock at $5.68 per share, options to purchase 106,696 shares of our common stock at $3.28 per share, options to purchase 35,000 shares of our common stock at $5.92 per share, options to purchase 22,500 shares of our common stock at $3.30 per share, options to purchase 30,000 shares of our common stock at $2.30 per share and options to purchase 27,300 shares of our common stock at $2.58 per share that have vested or are vesting within 60 days. Excludes options to purchase 7,500 shares of common stock at $3.30 per share, options to purchase 35,000 shares of common stock at $2.93 per share and options to purchase 70,000 shares of our common stock at $2.96 per share that do not vest within 60 days. |
To have a proposal intended to be presented at our 2021 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 October 29, 2020 (unless the date of the 2021 annual meeting of Stockholders is not within thirty (30) days of April 7, 2021, 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 2020 annual meeting). Such proposal must also comply with the requirements as to form and substance established by the SEC 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.
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.
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 atwww.anavex.com. 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 available on our website atwww.anavex.com, and the Audit Committee Charter which was attached as an exhibit to our 2018 proxy statement 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.
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.
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There have been no transactions since October 1, 2018, 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 the average 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. |
We know of no other matters to be submitted to the stockholders at the 2020 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.
2020 MEETING PROXY MATERIALS RESULTS
Copies of this proxy statement and proxy materials ancillary hereto may be found on our website atwww.anavex.com and atwww.proxyvote.com. We intend to publish final results from the 2020 Meeting in a Current Report on Form 8-K, which will be filed with the SEC within four (4) business days from the 2020 Meeting, or as amended thereafter. You may obtain a copy of this and other reports free of charge at or the SEC at (800) 732-0330 orhttp://www.sec.gov.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
Only one proxy statement is being 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 51 W 52nd Street, 7th Floor, New York, NY 10019 Attention: Christopher Missling, PhD or telephoning us at 844.689.3939.
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