TITAN PHARMACEUTICALS, INC.
400 Oyster Point Boulevard, Suite 505
South San Francisco, California 94080
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held December 20, 2019
To the
Stockholders of Titan Pharmaceuticals, Inc.:
The annual meeting of stockholders of Titan Pharmaceuticals, Inc.
(“our company, “Titan,” “we,” “our,” or “us”) will be held at our
executive offices at 400 Oyster Point Boulevard, Suite 505, South
San Francisco, California 94080 on Friday, December 20, 2019
at 9:00 a.m. local time for the following purposes:
•
to elect a board of seven directors;
•
to approve amendments to our 2015 Omnibus Equity Incentive Plan
(the “2015 Plan”) to (i) increase the number of shares
authorized for issuance thereunder from 1,666,666 to 15,000,000 and
(ii) increase the number of shares of common stock that may be
granted as awards to any individual in a single year from 83,334 to
1,500,000 (collectively, the “Plan Amendments”);
•
to approve an amendment to our certificate of incorporation to
effect a reverse split of our common stock within a range from
1-for-3 to 1-for-8, with the exact ratio to be determined by our
board of directors (the “Reverse Split”);
•
to ratify the appointment of OUM & Co. LLP as our independent
registered public accounting firm for the fiscal year ending
December 31, 2019;
•
to consider a non-binding advisory vote on executive compensation;
and
•
to consider and take action upon such other matters as may properly
come before the meeting or any adjournment thereof.
The close of business on November 18, 2019 has been fixed as
the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting or any adjournment
thereof.
You are cordially invited to attend the meeting in person. However,
to assure your representation at the meeting, please mark, sign,
date and return the enclosed proxy as promptly as possible in the
enclosed postage-prepaid envelope. If you attend the meeting you
may vote in person, even if you returned a proxy.
Our proxy statement and proxy are enclosed, along with our Annual
Report on Form 10-K for the fiscal year ended December 31,
2018. These materials are also available on our website:
www.titanpharm.com.
PLEASE NOTE THAT, UNLESS OTHERWISE STATED, ALL SHARE AMOUNTS AND
EXERCISE PRICES SET FORTH IN THIS PROXY STATEMENT, INCLUDING WITH
RESPECT TO THE PLAN AMENDMENTS, DO NOT GIVE EFFECT TO THE
REVERSE SPLIT.
IMPORTANT
Please note, if your shares are held in street name, your broker,
trust, bank or other nominee holder cannot vote your shares on the
approval of the Plan Amendments unless you direct the nominee
holder how to vote by marking your form of proxy and returning it
as instructed.
By Order of the Board of Directors,
Marc Rubin, M.D.
Executive Chairman of the
Board
November 20, 2019