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
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
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
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
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