in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote.
If you wish to submit a question the day of the Annual Meeting, you may log in to the virtual meeting platform at www.virtualshareholdermeeting.com/THRX2022 using the procedure described above, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, are not pertinent to annual meeting matters and, therefore, will not be answered.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholders of record - If your shares are registered directly in your name with our transfer agent, ComputerShare Trust Company, N.A., you are considered, with respect to those shares, the “stockholder of record,” and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting.
Beneficial owners - Many Theseus stockholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or another nominee (commonly referred to as being held in “street name”), you are considered the “beneficial owner” of such shares. The Notice was forwarded to you by your broker, trustee or nominee who is considered, with respect to those shares, the stockholder of record.
As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since beneficial owners are not stockholders of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.
How many shares must be present or represented to conduct business at the Annual Meeting?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of all shares of Common Stock outstanding on April 14, 2022, the record date, are represented at the meeting by stockholders present online or by proxy. On the record date, there were in the aggregate 38,702,650 shares of Common Stock outstanding and entitled to vote. Thus, 19,351,326 shares of Common Stock must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on April 14, 2022 will be entitled to vote at the Annual Meeting. On this record date, there were 38,702,650 shares of Common Stock outstanding, our only class of voting stock. The holders of our Common Stock have the right to one vote for each share of Common Stock they held as of the record date. We do not have cumulative voting rights for the election of directors.
In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be accessible for ten days prior to the meeting at our principal place of business, 314 Main Street, Cambridge, Massachusetts 02142, between the hours of 9:00 a.m. and 5:00 p.m. (Eastern Daylight Time).
How are votes counted?
Each share of Common Stock is entitled to one vote. Votes will be counted by the inspector of elections appointed for the Annual Meeting. Prior to the Annual Meeting, the inspector will sign an oath to perform their duties in an impartial manner and according to the best of their ability. The inspector will determine the number of shares represented at the