Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
2024年9月14日 - 5:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant x
Filed by a Party other than
the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
Zura Bio Limited
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11. |
| PROXY
ZURA BIO LIMITED
Annual General Meeting of Shareholders
To be held on October 23, 2024 at 12:00 p.m. EDT
This proxy is solicited by the Board of Directors
The shareholder(s) named below, revoking all prior proxies, hereby appoint(s) Robert Lisicki, Verender Badial, and
Kim Davis, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s)
them to represent and to vote, as designated on the reverse side of this ballot, all of the Class A ordinary shares of
Zura Bio Limited (the “Company”) that the shareholder(s) is/are entitled to vote at the Annual General Meeting of
Shareholders (the “Annual Meeting”) to be held at 12:00 p.m. EDT on Wednesday, October 23, 2024 and any
adjournment thereof. The Annual Meeting will be held virtually, and for purposes of the Second Amended and
Restated Memorandum and Articles of Association of the Company, the physical place of the Annual Meeting shall
be at the offices of Cooley LLP, located at 55 Hudson Yards, New York, New York 10001, United States of America.
In order to attend the meeting virtually, you must register at https://web.viewproxy.com/zura/2024 by 11:59 p.m. EDT
on Tuesday, October 22, 2024. On the day of the Annual Meeting, if you have properly registered, you may enter the
meeting by clicking on the link provided and entering the password you received via email in your registration
confirmations. Further instructions on how to attend and vote at the Annual Meeting are contained in the Proxy
Statement in the Sections titled “Questions and Answers About These Proxy Materials and Voting” under the headings
“How do I attend the Annual Meeting?” and “How do I vote?”
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made,
this proxy will be voted in accordance with the Board of Directors’ recommendations.
(Continued and to be marked, dated, and signed on other side)
• PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. •
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting:
The Annual Report and Proxy Statement are available at:
https://web.viewproxy.com/ZURA/2024 |
| DO NOT PRINT IN THIS AREA
(Shareholder Name & Address Data)
VIRTUAL CONTROL NUMBER
INTERNET
Vote Your Proxy on the Internet:
Go to www.AALvote.com/ZURA
Have your proxy card available when
you access the above website. Follow
the prompts to vote your shares.
MAIL
Vote Your Proxy by Mail:
Mark, sign, and date your proxy card,
then detach it and return it in the
postage-paid envelope provided.
Please mark your votes like this ց
The Board of Directors recommends that you vote “FOR” each of the director nominees listed in Proposal 1, and “FOR” Proposals 2 and 3:
Proposal 1. Election of Directors: To elect, by ordinary resolution, nine (9)
nominees for director to the Company’s Board of Directors to hold
office until the next annual general meeting of shareholders or
until their respective successors have been elected and qualified,
or until their earlier death, resignation or removal.
Address Change/Comments: (If you noted any Address Changes
and/or Comments above, please mark box.) տ
(1) Neil Graham տ տ տ
(2) Jennifer Jarrett տ տ տ
(3) Sandeep Kulkarni տ տ տ
(4) Robert Lisicki տ տ տ
(5) Amit Munshi տ տ տ
(6) Arnout Ploos van Amstel տ տ տ
(7) Steve Schoch տ տ տ
(8) Someit Sidhu տ տ տ
(9) Parvinder Thiara տ տ տ
Proposal 2. Ratification of our independent registered public accounting firm:
To ratify, by ordinary resolution, the appointment by the Audit
Committee of the Company’s Board of Directors of
WithumSmith+Brown, PC as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2024 and until the next annual general meeting of
shareholders to be held in 2025.
FOR տ AGAINST տ ABSTAIN տ
Proposal 3. Adjournment of the Annual Meeting: To approve, by ordinary
resolution, the adjournment of the Annual Meeting by the
chairman thereof to a later date, if necessary, for the purpose of
soliciting additional proxies in favor of the foregoing proposals, in
the event the Company does not receive the requisite shareholder
votes to approve the foregoing proposals.
FOR տ AGAINST տ ABSTAIN տ
Note: Such other business that may properly come before the meeting.
Date
Signature
Signature (Joint Owners)
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney,
executor, administrator, or other fiduciary, please give full title as such. Joint owners
should each sign personally. All holders must sign. If a corporation or partnership,
please sign in full corporate or partnership name, by authorized officer.
• PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. •
PROXY VOTING INSTRUCTIONS
Please have your 11-digit control number ready when voting by Internet
or when voting during the Annual General Meeting.
sig
VIRTUAL CONTROL NUMBER |
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