Additional Proxy Soliciting Materials (definitive) (defa14a)
April 06 2016 - 5:09PM
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:
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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 Pursuant to §240.14a-12
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Vical Incorporated
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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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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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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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 20, 2016
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Meeting Information
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VICAL INCORPORATED
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Meeting Type:
Annual Meeting
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For holders as of:
March 23, 2016
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Date:
May 20, 2016
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Time:
8:00 AM PDT
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Location:
Cooley, LLP
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4401 Eastgate Mall
San Diego, Ca 92121
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You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information
contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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1. Annual Report 2. Notice
& Proxy Statement
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How to View Online:
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Have the information that is printed in the box
marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
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How to Request and Receive a PAPER or E-MAIL
Copy:
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If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the
following methods to make your request:
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1)
BY INTERNET
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www.proxyvote.com
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2)
BY TELEPHONE
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1-800-579-1639
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3)
BY E-MAIL*
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sendmaterial@proxyvote.com
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* If requesting materials by e-mail, please send a blank e-mail
with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other
inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 08, 2016 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person:
If you choose to vote these shares in person at the
meeting, you must request a
legal proxy.
To do so, please follow the instructions at
www.proxyvote.com
or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings
have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
available and follow the instructions.
Vote By Mail
:
You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
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The Board of Directors recommends that you
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vote FOR the following:
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1.
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Election of Directors
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Nominees
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01
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Gary A. Lyons
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02 Thomas E. Shenk
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The Board of Directors recommends you vote FOR the following proposal(s):
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2
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To approve, an amendment to the Companys Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Companys common
stock, as determined by the Board of Directors at its discretion, of a ratio of not less than 1-for-10 and not more than 1-for-30.
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3
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To amend the Companys Amended and Restated Stock Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under
the plan by 4,000,000 shares.
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4
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To approve, on an advisory basis, the compensation of the Companys named executive officers, as described in the accompanying Proxy
Statement.
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5
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To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the
Company for its fiscal year ending December 31, 2016.
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NOTE:
Such other business as may
properly come before the meeting or any adjournment thereof.
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