Filed by the Registrant | ☑ |
Filed by a Party other than the Registrant | ☐ |
☐ |
Preliminary Proxy Statement
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☐ |
Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2))
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☑ |
Definitive Proxy Statement
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☐ |
Definitive Additional Materials
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☐ |
Soliciting Material under §240.14a−12
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☑
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a−6(i)(1) and 0−11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0−11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0−11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1. |
to elect as directors the seven nominees named in the accompanying proxy statement to a term of one year each, or until their successors have been elected and
qualified;
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2. |
to ratify the appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2019;
and
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3. |
to consider and take action upon such other matters as may properly come before the Annual Meeting or any postponement or adjournment thereof.
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By Order of the Board of Directors,
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Douglas J. Swirsky
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President and Chief Executive Officer
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April 29, 2019
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Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders to be Held on June 6, 2019:
Copies of our Proxy Materials, consisting of the
Notice of Annual Meeting, the Proxy Statement and our 2018 Annual Report are available at http://www.viewproxy.com/rexahn/2019
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Q: |
Why are these materials being made available to me?
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A: |
The Proxy Materials are being provided to you in connection with the Annual Meeting and include this Proxy Statement and the related Proxy Card that are being used in
connection with the Board of Directors’ solicitation of proxies for the Annual Meeting. The information included in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process and certain
other required information.
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Q: |
How do I access the Company’s Proxy Materials online?
|
A: |
The Proxy Card provides instructions for accessing the Proxy Materials over the Internet, and includes the Internet address where those materials are available. The
Company’s Proxy Statement for the Annual Meeting and the Company’s 2018 Annual Report to Shareholders can also be viewed on the Company’s website at www.rexahn.com.
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Q: |
What shares owned by me can be voted?
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A: |
All shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) owned by you as of the close of business on the Record Date may be voted by you.
Each share of Common Stock is entitled to one vote. These shares include those (1) held directly in your name as the shareholder of record (“Shareholder of Record”)
and (2) held for you as the beneficial owner through a broker, bank or other nominee.
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Q: |
What is the Record Date?
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A: |
The Record Date is April 25, 2019. Only Shareholders of Record as of the close of business on this date will be entitled to vote at the Annual Meeting.
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Q: |
How many shares are outstanding?
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A: |
As of the Record Date, the Company had 4,019,141 shares of Common Stock outstanding.
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Q: |
What is the difference between holding shares as a Shareholder of Record and as a beneficial owner?
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A: |
As summarized below, there are some distinctions between shares held of record and those owned beneficially.
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Q: |
What am I voting on?
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A: |
You are being asked to vote on (1) the election as directors of the seven nominees named in this Proxy Statement to a term of one year each, or until their successors
have been elected and qualified and (2) the ratification of the appointment of Baker Tilly Virchow Krause, LLP (“Baker Tilly”) as the independent registered public accounting firm of the Company for the fiscal year ending December
31, 2019.
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Q: |
How do I vote?
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A: |
Shareholders of Record may vote by completing and signing the enclosed Proxy Card and returning it promptly in the enclosed postage prepaid, addressed envelope, or at
the Annual Meeting in person. We will pass out written ballots to anyone who is eligible to vote at the Annual Meeting. We also will request persons, firms, and corporations holding shares of the Company’s Common Stock in their
names or in the name of their nominees, which are beneficially owned by others, to send proxy material to and obtain proxies from the beneficial owners and will reimburse the holders for their reasonable expenses in so doing. Proxy
Cards properly executed and delivered by shareholders (by mail or via the Internet) and timely received by the Company will be voted in accordance with the instructions contained therein. If you authorize a proxy to vote your shares
over the Internet or by telephone, you should not return a Proxy Card by mail, unless you are revoking your proxy. If you hold your shares in “street name” through a broker, bank or other nominee, and are therefore not a Shareholder
of Record, you must request a legal proxy from your broker, bank or other nominee in order to vote at the Annual Meeting.
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Q: |
How many votes do you need to hold the Annual Meeting?
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A: |
Forty percent of the Company’s issued and outstanding shares of Common Stock as of the Record Date must be present at the Annual Meeting, either in person or by proxy,
in order to hold the Annual Meeting and conduct business. This is called a quorum.
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Q: |
How many votes must the director nominees have to be elected?
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A: |
In order for a director to be elected, the director must receive the affirmative vote of a plurality of the shares voted. There is no cumulative voting for the
Company’s directors or otherwise.
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Q: |
What are the voting requirements to approve the ratification of the independent auditor?
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A: |
The affirmative vote of a majority of the shares cast in person or represented by proxy at the Annual Meeting and entitled to vote on the matter is required to ratify
the Company’s independent auditors and to approve an adjournment of the Annual Meeting.
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Q: |
Who will count the votes?
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A: |
Votes at the Annual Meeting will be counted by an inspector of election, who will be appointed by the Board of Directors or the chairman of the Annual Meeting.
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Q: |
What is the effect of not voting?
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A: |
If you are a beneficial owner of shares in street name and do not provide the broker, bank or other nominee that holds your shares with specific voting instructions
then, under applicable rules, the broker, bank or other nominee that holds your shares can generally vote on “routine” matters, but cannot vote on “non‑routine” matters. In the case of a non-routine item, your shares will be
considered “broker non-votes” on that proposal.
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Q: |
How are broker non-votes and abstentions treated?
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A: |
Broker non-votes and abstentions with respect to a proposal are counted as present or represented by proxy for purposes of establishing a quorum. If a quorum is
present, broker non votes and votes to withhold will have no effect on the outcome of the votes on Proposal 1 (election of directors), but abstentions will count as votes against Proposal 2 (ratification of the appointment of Baker
Tilly Virchow Krause, LLP as the independent registered public accounting firm).
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Q: |
Can I revoke my proxy or change my vote after I have voted?
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A: |
You may revoke your proxy and change your vote by voting again via the Internet or telephone, by completing, signing, dating and returning a new Proxy Card or voting
instruction form with a later date, or by attending the Annual Meeting and voting in person. Only your latest dated Proxy Card received at or prior to the Annual Meeting will be counted. Your attendance at the Annual Meeting will
not have the effect of revoking your proxy unless you forward written notice to the Secretary of the Company at the above stated address or you vote by ballot at the Annual Meeting.
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Q: |
What does it mean if I receive more than one Proxy Card?
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A: |
It means that you have multiple accounts at the transfer agent and/or with brokers, banks or other nominees. To ensure that all of your shares in each account are
voted, please sign and return all Proxy Cards, vote with respect to all accounts via the internet or by telephone, or, if you plan to vote at the Annual Meeting, contact each broker, bank or other nominee so that you can receive all
necessary legal proxies to present at the Annual Meeting.
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Q: |
What are the costs of soliciting these proxies and who will pay?
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A: |
We will bear the costs of preparing, printing, assembling, and mailing the Proxy Materials and of soliciting proxies. In addition to solicitations by mail, the Company
and its directors, officers and employees may solicit proxies by telephone and email. We will request brokers, custodians and fiduciaries to forward proxy soliciting material to the owners of shares of the Company’s Common Stock
that they hold in their names. We will reimburse banks and brokers for their reasonable out-of-pocket expenses incurred in connection with the distribution of the Company’s proxy materials.
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Q: |
Do I have appraisal or similar dissenter’s rights?
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A: |
Appraisal rights and similar rights of dissenters are not available to shareholders in connection with proposals brought before the Annual Meeting.
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Q: |
Where can I find the voting results of the Annual Meeting?
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A: |
The Board of Directors will announce the voting results at the Annual Meeting. We will also publish the results in a Current Report on Form 8-K within four business
days after the date of the Annual Meeting. We will file that report with the SEC, and you can get a copy:
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• |
by contacting the Company’s corporate offices via phone at (240) 268-5300 or by e-mail at ir@rexahn.com; or
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through the SEC’s EDGAR system at www.sec.gov.
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each director and nominee;
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each named executive officer identified in the Summary Compensation Table; and
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all current directors and executive officers as a group.
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Shares of Rexahn Pharmaceuticals
Common Stock
Beneficially Owned
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||||||||
Name of Beneficial Owner
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Number of Shares
|
Percentage
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||||||
Directors and Named Executive Officers:
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||||||||
Douglas J. Swirsky
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11,544
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(1)
|
*
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|||||
Peter Brandt
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6,289
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(2)
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*
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|||||
Charles Beever
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6,121
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(3)
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*
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|||||
Kwang Soo Cheong
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5,230
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(4)
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*
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|||||
Ben Gil Price
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1,250
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*
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||||||
Richard J. Rodgers
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3,791
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(5)
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*
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|||||
Lara Sullivan
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-
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*
|
||||||
Lisa Nolan
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12,054
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(6)
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*
|
|||||
Peter Suzdak
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55,428
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(7)
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1.4
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%
|
||||
Ely Benaim
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21,816
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(8)
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*
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|||||
All current executive officers and directors as a group (8 persons)
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46,279
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(9)
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1.1
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%
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* |
Represents less than 1% of the issued and outstanding shares of our Common Stock as of April 25,
2019.
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(1) |
Includes Mr. Swirsky’s options to purchase 7,378 shares of Common Stock that are currently
exercisable or exercisable within 60 days of April 25, 2019.
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(2) |
Includes Mr. Brandt’s options to purchase 5,039 shares of Common Stock that are currently
exercisable or exercisable within 60 days of April 25, 2019.
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(3) |
Includes Mr. Beever’s options to purchase 5,205 shares of Common Stock that are currently
exercisable or exercisable within 60 days of April 25, 2019.
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(4) |
Includes Dr. Cheong’s options to purchase 5,205 shares of Common Stock that are currently
exercisable or exercisable within 60 days of April 25, 2019.
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(5) |
Includes Mr. Rodgers’ options to purchase 3,791 shares of Common Stock that are currently
exercisable or exercisable within 60 days of April 25, 2019.
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(6) |
Includes Dr. Nolan’s options to purchase 10,118 shares of Common Stock that are currently
exercisable or exercisable within 60 days of April 25, 2019.
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(7) |
Includes Dr. Suzdak’s options to purchase 53,054 shares of Common Stock that are currently exercisable or exercisable within 60 days of April 25, 2019.
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(8) |
Includes Dr. Benaim’s options to purchase 21,421 shares of Common Stock that are currently
exercisable or exercisable within 60 days of April 25, 2019.
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(9) |
Includes options to purchase 36,736 shares of Common Stock that are currently exercisable or
exercisable within 60 days of April 25, 2019.
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Name
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Age
|
Position
|
Peter Brandt
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62
|
Chairman of the Board of Directors
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Douglas J. Swirsky
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49
|
President and Chief Executive Officer and Director
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Charles Beever
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66
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Director
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Kwang Soo Cheong
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58
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Director
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Richard J. Rodgers
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52
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Director
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Ben Gil Price
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63
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Director
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Lara Sullivan
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46
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Director
|
• |
appoints or replaces and oversees our independent auditors and approves all audit engagement fees and terms;
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• |
preapproves all audit (including audit-related) services, internal control-related services and permitted non-audit services (including fees and terms thereof) to be
performed for us by our independent auditors;
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• |
reviews and discusses with our management and independent auditors significant issues regarding accounting and auditing principles and practices and financial statement
presentations;
|
• |
reviews and approves our procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and
the confidential, anonymous submission by our employees of concerns regarding accounting or auditing matters; and
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• |
reviews and oversees our compliance with legal and regulatory requirements.
|
• |
reviews, evaluates and seeks out candidates qualified to become Board of Directors members;
|
• |
reviews committee structure and recommends directors for appointment to committees;
|
• |
develops, reevaluates (not less frequently than every three years) and recommends the selection criteria for Board of Directors and committee membership;
|
• |
establishes procedures to oversee evaluation of the Board of Directors, its committees, individual directors and management; and
|
• |
develops and recommends guidelines on corporate governance.
|
• |
fixes salaries of executive officers and reviews salary plans for other executives in senior management positions;
|
• |
reviews and makes recommendations with respect to the compensation and benefits for non-employee directors, including through equity-based plans;
|
• |
evaluates the performance of the Chief Executive Officer and other senior executives and assists the Board of Directors in developing and evaluating potential
candidates for executive positions; and
|
• |
administers the incentive compensation, deferred compensation and equity-based plans pursuant to the terms of the respective plans.
|
• |
trends and emerging topics with respect to executive compensation;
|
• |
peer group selection for executive compensation benchmarking;
|
• |
compensation practices for our peer group;
|
• |
compensation programs for executives; and
|
• |
stock utilization and related metrics.
|
• |
Douglas J. Swirsky, our President and Chief Executive Officer
|
• |
Peter Suzdak, our former Chief Executive Officer
|
• |
Ely Benaim, our former Chief Medical Officer
|
• |
Lisa Nolan, our Chief Business Officer and Corporate Secretary
|
• |
trends and emerging topics with respect to executive compensation;
|
• |
peer group selection for executive compensation benchmarking;
|
• |
compensation practices for our peer group;
|
• |
compensation programs for executives; and
|
• |
stock utilization and related metrics.
|
Name and Principal
Position(s)
|
Year
|
Salary
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(1)(2)
|
Non-
Equity
Incentive
Plan
($)(2)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||
Douglas J. Swirsky
President and Chief Executive Officer
|
2018
|
359,952
|
-
|
703,977
|
106,250
|
14,175
|
1,184,354
|
|||||||||||||||||||
Peter D. Suzdak (3)
Former Chief Executive Officer
|
2018
|
419,931
|
-
|
167,999
|
-
|
713,715
|
1,301,645
|
|||||||||||||||||||
2017
|
450,000
|
46,000
|
135,743
|
157,500
|
16,489
|
805,732
|
||||||||||||||||||||
Ely Benaim (4)
Former Chief Medical Officer
|
2018
|
440,000
|
-
|
294,861
|
100,000
|
16,500
|
851,361
|
|||||||||||||||||||
2017
|
400,000
|
17,480
|
51,987
|
136,000
|
16,300
|
621,767
|
||||||||||||||||||||
Lisa Nolan
Chief Business Officer and Corporate Secretary
|
2018
|
335,000
|
-
|
62,999
|
80,000
|
16,407
|
494,406
|
|||||||||||||||||||
2017
|
325,000
|
11,960
|
36,391
|
79,625
|
16,027
|
469,003
|
(1) |
Reflects grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. A
discussion of assumptions used in calculating grant date fair value of our equity awards can be found in Note 11 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2018.
|
(2) |
The actual value realized by each officer with respect to option awards will depend on the difference between the market value of our Common Stock on the date the
option is exercised and the exercise price.
|
(3) |
Dr. Suzdak resigned from the Company in November 2018. The amounts specified under the “All Other Compensation” column for Dr. Suzdak include payments upon termination
of $697,500 pursuant to his employment agreement and his separation agreement.
|
(4) |
Dr. Benaim resigned from the Company in March 2019.
|
• |
a material diminution in his duties or authority inconsistent with his position;
|
• |
a reduction of his salary or target bonus percentage;
|
• |
a relocation requiring him to be based at any office that is more than 35 miles from our office at the time of the signing of the agreement; or
|
• |
any material breach by the Company of the terms and provisions of the agreement or any other material agreement between Mr. Swirsky and the Company.
|
• |
a material diminution in her duties, responsibilities or authority inconsistent with his position, authority, duties or responsibilities;
|
• |
a material reduction in her annual base salary or target bonus percentage; or
|
• |
any material breach by the Company of the terms and provisions of the agreement.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||
Name
|
Number of Securities
Underlying Unexercised
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of Units of
Stock that Have Not
Vested
|
Market Value of Units of
Stock that Have Not
Vested ($)
|
||||||||||||||||
Exercisable
|
Unexercisable
|
||||||||||||||||||||
Douglas J. Swirsky
|
-
|
20,833
|
(1)
|
25.20
|
1/2/2028
|
||||||||||||||||
-
|
41,666
|
(2)
|
13.08
|
11/14/2028
|
|||||||||||||||||
Peter Suzdak
|
10,000
|
-
|
44.40
|
2/28/2020
|
|||||||||||||||||
2,916
|
-
|
136.80
|
2/28/2020
|
||||||||||||||||||
8,333
|
-
|
99.60
|
2/28/2020
|
||||||||||||||||||
9,166
|
-
|
85.20
|
2/28/2020
|
||||||||||||||||||
3,430
|
-
|
42.00
|
2/28/2020
|
||||||||||||||||||
7,986
|
-
|
42.00
|
2/28/2020
|
||||||||||||||||||
6,935
|
-
|
22.08
|
2/28/2020
|
||||||||||||||||||
4,288
|
-
|
27.48
|
2/28/2020
|
||||||||||||||||||
Ely Benaim
|
9,583
|
417
|
(3)
|
85.20
|
2/2/2025
|
||||||||||||||||
822
|
-
|
42.00
|
1/28/2026
|
||||||||||||||||||
3,037
|
1,129
|
(4)
|
42.00
|
1/28/2026
|
|||||||||||||||||
1,796
|
1,954
|
(5)
|
22.08
|
1/20/2027
|
|||||||||||||||||
-
|
3,786
|
(6)
|
27.48
|
1/26/2028
|
|||||||||||||||||
16,666
|
(7)
|
21.36
|
3/7/2028
|
||||||||||||||||||
594
|
(8)
|
6,629
|
|||||||||||||||||||
Lisa Nolan
|
6,041
|
3,959
|
(9)
|
31.20
|
7/6/2026
|
||||||||||||||||
1,257
|
1,368
|
(5)
|
22.08
|
1/20/2027
|
|||||||||||||||||
-
|
3,508
|
(6)
|
27.48
|
1/26/2028
|
|||||||||||||||||
406
|
(10)
|
4,531
|
(1) |
Represents option award granted under the 2013 Plan on January 2, 2018, which vested 25% on January 2, 2019, and one forty-eighth of which vested or will vest on the
first business day of each month beginning February 2019 and ending January 2022.
|
(2) |
Represents option award granted under the 2013 Plan on November 14, 2018, which will vest 25% on November 14, 2019, and one forty-eighth of which will vest on the first
business day of each month beginning December 2019 and ending November 2022.
|
(3) |
Represents option award granted under the 2013 Plan on February 2, 2015, which vested 25% on February 2, 2016, and one forty-eighth of which vested on the first
business day of each month beginning March 2016 and ending February 2019.
|
(4) |
Represents option award granted under the 2013 Plan on January 28, 2016, which vested 25% on January 28, 2017, and one forty-eighth of which vested or will vest on the
first business day of each month beginning February 2017 and ending January 2020.
|
(5) |
Represents option award granted under the 2013 Plan on January 20, 2017, which vested 25% on January 20, 2018, and one forty-eighth of which vested or will vest on the
first business day of each month beginning February 2018 and ending January 2021.
|
(6) |
Represents option award granted under the 2013 Plan on January 26, 2018, which vested 25% on January 26, 2019 and one forty-eighth of which vested or will vest on the
first business day of each month beginning February 2019 and ending January 2022.
|
(7) |
Represents option award granted under the 2013 Plan on March 7, 2018, which vested 25% on March 7, 2019 and one forty-eighth of which vested or will vest on the first
business day of each month beginning March 2019 and ending February 2022.
|
(8) |
Represents restricted stock unit award granted under the 2013 Plan on January 20, 2017, which vested 25% on February 28, 2018 and 2019 and the remainder were scheduled
to vest in two equal annual installments on the last business day in February, beginning February 28, 2020. Upon Dr. Benaim’s resignation in March 2019, his then unvested restricted stock units were forfeited.
|
(9) |
Represents option award granted under the 2013 Plan on July 6, 2016, which vested 25% on July 6, 2017, and one forty-eighth of which vested or will vest on the first
business day of each month beginning August 2017 and ending July 2020.
|
(10) |
Represents restricted stock unit award granted under the 2013 Plan on January 20, 2017, which vested 25% on February 28, 2018 and 2019 and the remainder of which will
vest in two equal annual installments on the last business day in February, beginning February 28, 2020.
|
Name
|
Fees Earned Or
Paid In Cash ($)
|
Equity
Awards ($) (1)
|
All Other
Compensation
($)
|
Total ($)
|
||||||||||||
Peter Brandt
|
70,000
|
36,162
|
-
|
106,162
|
||||||||||||
Charles Beever
|
54,375
|
36,162
|
-
|
90,537
|
||||||||||||
Kwang Soo Cheong
|
46,250
|
36,162
|
-
|
82,412
|
||||||||||||
Richard J. Rodgers
|
55,000
|
36,162
|
-
|
91,162
|
||||||||||||
Ben Gil Price
|
3,955
|
81,998
|
-
|
85,953
|
||||||||||||
Mark Carthy
|
21,875
|
-
|
-
|
21,875
|
(1) |
Grant date fair value computed in accordance with FASB ASC Topic 718. The actual value realized with respect to option awards will depend on the difference between the
market value of our Common Stock on the date the option is exercised and the exercise price. As of December 31, 2018, Mr. Beever and Dr. Cheong each had 8,516 option awards outstanding; Mr. Brandt had 8,350 option awards
outstanding; Mr. Rodgers had 7,102 option awards outstanding; and Dr. Price had 9,406 option awards outstanding.
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(2) |
Dr. Price joined the Board of Directors in November 2018. Dr. Sullivan joined the Board of Directors in February 2019. Mr. Carthy did not stand for re-election at our
Annual Meeting in June 2018. Dr. Suzdak resigned from the Board of Directors in November 2018.
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Position
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Compensation*
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Director
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$35,000 per annum, plus an additional $25,000 for the Chairman of the Board
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Audit Committee (Chairman)
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$15,000 per annum
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Audit Committee (Member)
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$7,500 per annum
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Compensation Committee (Chairman)
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$10,000 per annum
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Compensation Committee (Member)
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$5,000 per annum
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Nominating and Corporate Governance Committee (Chairman)
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$7,500 per annum
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Nominating and Corporate Governance Committee (Member)
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$3,750 per annum
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*
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Paid semi-annually.
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By the Audit Committee:
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Richard J. Rodgers (Chairman)
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Charles Beever
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Kwang Soo Cheong
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2018
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2017
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|||||||
Audit Fees1
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$
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212,541
|
$
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219,960
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Audit-Related Fees
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-
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-
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Tax Fees
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-
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-
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All Other Fees
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-
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-
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