Revised definitive proxy soliciting materials



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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











Filed by the Registrant  ☒ 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














Definitive Additional Materials














Soliciting Material under §240.14a-12











LIANBIO






(Name of Registrant as Specified in Its Charter)






(Name of Person(s) Filing Proxy Statement if other than Registrant)














Payment of Filing Fee (Check the appropriate box):



















No fee required.


















Fee paid previously with preliminary materials.


















Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11











































Explanatory Note










On April 27, 2022, LianBio (the “Company,” “we,” or “us”) filed a definitive proxy statement with the Securities and Exchange Commission in connection with the Company’s solicitation of proxies on behalf of our Board of Directors (the “Board”) for use at our 2022 annual meeting of our shareholders (the “Annual Meeting”) at 8:00 a.m. (Eastern Time) / 8:00 p.m. (China Standard Time) on Wednesday, June 8, 2022, in a virtual meeting format at www.virtualshareholdermeeting.com/LIAN2022. We are filing this revised definitive proxy statement to update “Proposal No. 1─Election of Directors” in this proxy statement and revise the proxy card, in each case to reflect a change in the proposed nominees for election to the Board. This revised definitive proxy statement will be distributed to our shareholders in lieu of the original definitive proxy statement.





























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LIANBIO










103 Carnegie Center Drive, Suite 309




Princeton, New Jersey 08540




NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS




To Be Held On June 8, 2022




We are pleased to notify you that LianBio will hold the 2022 annual meeting of our shareholders (the “Annual Meeting”) at 8:00 a.m. (Eastern Time) / 8:00 p.m. (China Standard Time) on Wednesday, June 8, 2022, in a virtual meeting format at www.virtualshareholdermeeting.com/LIAN2022 for the following purposes:








































1.



To elect by ordinary resolution Tassos Gianakakos and Neil Kumar as Class I directors, each to serve until the 2025 annual meeting of our shareholders, and until his respective successor shall have been duly elected and qualified;



































2.



To ratify by ordinary resolution the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022; and



































3.



To transact such other business as may properly come before the Annual Meeting or any continuations, adjournments and postponements thereof.





Our Board of Directors has established April 12, 2022 as the “record date” for the Annual Meeting. Only shareholders of record as of the close of business (Eastern Time) on the record date are entitled to receive notice of, and to attend and to vote at the Annual Meeting or any adjournment thereof. Our proxy materials, including our proxy statement and proxy card, are first being made available to our shareholders on or about April 28, 2022.




The Annual Meeting will be a completely virtual meeting, which will be conducted via webcast. Details regarding how to attend the Annual Meeting online are more fully described in this proxy statement.










Your vote is important to us. Whether or not you expect to attend the Annual Meeting, we urge you to vote your shares as soon as possible. The manner in which you hold your shares will dictate how you can vote:










Shareholders










If you are a shareholder of record of our ordinary shares registered on our Cayman Islands register as of the close of business (Eastern Time) on the record date, you may vote your ordinary shares by submitting your proxy through www.proxyvote.com no later than 11:59 p.m. (Eastern Time) on June 7, 2022. You may also vote over the telephone by calling toll-free 1-800-690-6903 and following the recorded instructions no later than 11:59 p.m. (Eastern Time) on June 7, 2022. If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than June 7, 2022 to be voted at the Annual Meeting. In addition, you may vote during the Annual Meeting by attending the Annual Meeting virtually at www.virtualshareholdermeeting.com/LIAN2022. You will need the 16-digit control number included with the Notice (as defined below), on your proxy card, or the instructions that accompany your proxy materials to attend the Annual Meeting virtually.








If you are a beneficial owner of ordinary shares registered on the record date in the name of a brokerage firm, bank or other financial institution, you should have received information containing voting instructions from that organization rather than from us. Simply follow the voting instructions to ensure that your vote is counted. To vote at the Annual Meeting, you must obtain a legal proxy or broker’s proxy card from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a proxy card.




































ADS Holders








If you are a holder of record of our American Depositary Share(s) (“ADS(s)”), each representing one of our ordinary shares, as of the close of business (Eastern Time) on the record date who wishes to exercise your voting rights for the underlying ordinary shares, you must act through Citibank, N.A., the depositary of the ADSs.








If you are a beneficial owner of ADSs registered as of the close of business (Eastern Time) on the record date in the name of a brokerage firm, bank or other financial institution, you should have received information containing voting instructions from that organization rather than from Citibank, N.A. Simply follow the voting instructions to ensure that your vote is counted.




Thank you for your continued support of LianBio.









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By Order of the Board of Directors,




Yizhe Wang, Ph.D.




Chief Executive Officer and Director




April 28, 2022




Princeton, New Jersey


















































TABLE OF CONTENTS




























































































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LIANBIO




103 Carnegie Center Drive, Suite 309




Princeton, New Jersey 08540




PROXY STATEMENT FOR 2022 ANNUAL MEETING OF SHAREHOLDERS




To Be Held On June 8, 2022




IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS










This Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, of LianBio (the “Company,” “we,” or “us”), are available for viewing, printing and downloading at www.proxyvote.com. To view these materials, please use your 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”).










You may also obtain a printed copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including audited consolidated financial statements, free of charge by following the instructions included on the Notice or by sending a written request to: LianBio, 103 Carnegie Center Drive, Suite 309, Princeton, New Jersey 08540, Attention: Investor Relations. Exhibits to our Annual Report on Form 10-K will be provided upon written request and payment of an appropriate processing fee. Copies of our Annual Report on Form 10-K and this Proxy Statement are also available online through the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov and on our Investor Relations website at https://investors.lianbio.com at the “Financials” tab, under “SEC Filings.”






QUESTIONS AND ANSWERS ABOUT OUR PROXY MATERIALS AND THE ANNUAL MEETING










Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?










Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you the Notice because our Board of Directors (the “Board”) is soliciting your proxy to vote at the 2022 Annual General Meeting of Shareholders (the “Annual Meeting”), including at any adjournments or postponements of the meeting. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or ask to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. We intend to mail the Notice on or about April 29, 2022 to all shareholders of record entitled to vote at the Annual Meeting.










We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help lower the costs of delivery and reduce the Company’s environmental impact.










Will I receive any other proxy materials by mail?










We may send you a proxy card. Holders of record of our ADSs as of the close of business (Eastern Time) on the record date will receive ADS voting instructions from Citibank, N.A. (“Citibank”), the depositary of the ADSs.






















































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Why am I receiving these materials?










You received these materials because our Board is soliciting your proxy to vote your shares at the Annual Meeting. As a shareholder of record as of the close of business (Eastern Time) on April 12, 2022 (the “record date”), you are invited to attend the Annual Meeting virtually and are entitled to vote on the items of business described in this Proxy Statement. Holders of our ADSs will not be entitled to attend the Annual Meeting and cannot vote their ADSs directly. Holders of our ADSs as of the record date may exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement among the Company, Citibank and the holders and beneficial owners of ADSs (the “Deposit Agreement”).










What does it mean if I receive more than one notice regarding the Internet availability of proxy materials or more than one set of printed proxy materials?










If you hold your shares in more than one account, or if you hold both ordinary shares and shares represented by ADSs, you may receive a separate Notice or a separate set of printed proxy materials, including a separate proxy card or voting instruction form, for each account. To ensure that all your shares are voted, please follow the instructions on each set of materials you receive to vote by Internet or by telephone or by signing, dating and returning a proxy card or voting instruction form for each account.










How do I attend the Annual Meeting?










You may attend the Annual Meeting virtually if you are shareholder of record of our ordinary shares by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/LIAN2022. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Shareholders are encouraged to log in to this website and pre-register for the Annual Meeting before the start time of the meeting. Online check-in will begin 15 minutes prior to the start of the meeting, and you should allow ample time for the online check-in procedures. There will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page. Holders of ADSs will not be entitled to attend or vote at the Annual Meeting unless they convert their ADSs into ordinary shares before the record date.










Who can vote at the Annual Meeting?










Only shareholders of record of our ordinary shares as of close of business (Eastern Time) on April 12, 2022 are entitled to vote at the Annual Meeting. As of close of business (Eastern Time) on April 12, 2022, we had 107,275,458 outstanding ordinary shares, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Of these shares, approximately 23,073,496 of the 107,275,458 outstanding ordinary shares were held in the name of Citibank, as depositary for the ADSs, each representing one ordinary share of our Company. Each shareholder of record is entitled to one vote for each ordinary share held by such shareholder. Holders of our ADSs cannot vote their ADSs directly. Instead, holders of our ADSs may exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the Deposit Agreement.










How do I submit questions at the Annual Meeting?










Although shareholders will have an opportunity to ask questions during the Annual Meeting, we encourage shareholders who wish to raise questions at the Annual Meeting to submit their questions prior to the meeting. To submit questions in advance of the Annual Meeting, go to www.proxyvote.com before 11:59 p.m. (Eastern Time) on June 7, 2022 and enter the 16-digit control number included on your Notice.










What am I voting on?










There are two matters scheduled for a vote at the Annual Meeting:










1.


An ordinary resolution to elect Tassos Gianakakos and Neil Kumar as Class I directors, each to serve until the 2025 annual meeting of our shareholders, and until his respective successor shall have been duly elected and qualified; and




2.


An ordinary resolution to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.




































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What if another matter is properly brought before the meeting?










As of the date of this proxy statement, our Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.










How does the Board recommend that I vote?










Our Board unanimously recommends that you vote:










1.


FOR the ordinary resolution to elect the nominees to the Board set forth in this Proxy Statement.




2.


FOR the ordinary resolution to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.










How do I vote?










Shareholders of Record of Ordinary Shares










If you are a shareholder of record of our ordinary shares registered on our Cayman Islands register as of the record date, you may vote at the Annual Meeting, vote by proxy through the Internet or by telephone in advance of the Annual Meeting, or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote even if you have already voted by proxy.













To vote using a proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the prepaid envelope provided. Proxy cards submitted by mail must be received no later than June 7, 2022 to be voted at the Annual Meeting.







To vote via telephone, call toll-free 1-800-690-6903 and follow the recorded instructions. Your vote must be received by 11:59 p.m. (Eastern Time) on June 7, 2022, to be counted.







To vote through the Internet, go to www.proxyvote.com to complete an electronic voting instruction form. You will be asked to provide the 16-digit control number included on your Notice. Your Internet vote must be received by 11:59 p.m. (Eastern Time) on June 7, 2022 to be counted.







To vote during the Annual Meeting, attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/LIAN2022. You will be asked to provide the 16-digit control number included on your Notice.










Beneficial Owners










If you are a beneficial owner of ordinary shares registered on the record date in the name of a brokerage firm, bank or other financial institution, you should have received information containing voting instructions from that organization rather than from us. Simply follow the voting instructions to ensure that your vote is counted. To vote at the Annual Meeting, you must obtain a legal proxy or broker’s proxy card from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a proxy card.










Holders of Record of ADSs










Holders of record of our ADSs as of the record date who wish to exercise their voting rights for the underlying ordinary shares must act through Citibank. The Deposit Agreement permits registered holders of ADSs as of the record date to instruct Citibank to exercise the voting rights for the ordinary shares represented by ADSs. Citibank has agreed that it will endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, our Fifth Amended and Restated Articles of Association (the “Articles”) and the provisions of the ordinary shares held on deposit at that time, to vote (or cause the custodian to vote) the securities (in person or by proxy) represented by the holder’s ADSs in accordance with such voting instructions as follows:













In the event of voting by a show of hands, Citibank will vote (or cause the custodian to vote) all ordinary shares held on deposit at that time in accordance with the voting instructions received from a majority of holders who provide timely voting instructions.







In the event of voting by poll, Citibank will vote (or cause the custodian to vote) the ordinary shares held on deposit in accordance with the voting instructions received from the holders who provide timely voting instructions.












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In the event of voting by poll, holders of record of ADSs in respect of which no timely voting instructions have been received shall be deemed to have instructed Citibank to give a discretionary proxy to a person designated by us to vote the ordinary shares represented by such holders’ ADSs; provided that no such instructions shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which we inform Citibank that we do not wish such proxy to be given; provided, further, that no such discretionary proxy shall be given (x) with respect to any matter as to which we inform Citibank that (i) there exists substantial opposition, or (ii) the rights of holders or the shareholders of the Company may be adversely affected, and (y) in the event that the vote is by a show of hands.










To be considered timely, instructions from the ADS holders must be sent to Citibank so that the instructions are received by no later than 10:00 a.m. (Eastern Time) on May 26, 2022.










Beneficial Owners of ADSs










If you are a beneficial owner of ADSs registered on the record date in the name of a brokerage firm, bank or other financial institution, you should have received information containing voting instructions from that organization rather than from Citibank. Simply follow the voting instructions to ensure that your vote is counted.










Conversion of ADSs










If a holder of ADSs cancels his, her or its ADSs in exchange for ordinary shares on or prior to the record date, such holder of ADSs will not be able to instruct Citibank, as depositary of the ADSs, as to how to vote the ordinary shares represented by the canceled ADSs as described above. Holders of ADSs who wish to cancel their ADSs in exchange for ordinary shares for the purpose of voting the ordinary shares directly will need to make arrangements to deliver their ADSs to Citibank, as depositary of the ADSs, for cancellation with sufficient time to allow for the completion of the delivery, together with (a) delivery instructions for the corresponding ordinary shares (including, if applicable the name and address of person(s) who will be the registered holder of such ordinary shares) and (b) payment of the ADS depositary fees associated with such ADS cancellation ($0.05 per ADS to be cancelled) and any applicable taxes. If ADSs are held in a brokerage firm, bank or other financial institution, please contact the broker, bank or other financial institution to find out what actions need to be taken to instruct the broker, bank or other financial institution to present the ADSs for cancellation. Please be aware that there are no guarantees of timely delivery or re-registration of ordinary shares prior to the record date due to the time differences between Eastern Time and China Standard Time, and the time required to process the ADS cancellations and the delivery of our ordinary shares.










What are “broker non-votes”?










A “broker non-vote” occurs when a brokerage firm, bank or other financial institution holding shares for a beneficial owner of ordinary shares does not vote the shares on a proposal because (i) the brokerage firm, bank or other financial institution does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting or (ii) the brokerage firm, bank or other financial institution had discretionary voting authority but nevertheless refrained from voting on the matter. Brokerage firms, banks and other nominees who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given with respect to routine matters. Although the determination of whether a brokerage firm, bank or other financial institution will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the SEC, we expect that the ordinary resolution to elect the director nominees as set forth in this Proxy Statement (Proposal No. 1) will be considered a non-routine matter and the ordinary resolution to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal No. 2) will be a routine matter. Accordingly, if your shares are held by a brokerage firm, bank or other financial institution on your behalf and you do not instruct the brokerage firm, bank or other financial institution as to how to vote your shares, your brokerage firm, bank or other financial institution will be entitled to exercise discretion to vote your shares only on Proposal No. 2, but your brokerage firm, bank or other financial institution may not exercise discretion to vote on Proposal No. 1. Discretionary proxies with respect to our ordinary shares underlying our ADSs will be processed by Citibank in accordance with the provisions of the Deposit Agreement.




























































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How are votes counted?










Votes will be counted by the inspector of election appointed for the meeting. Consistent with the laws of the Cayman Islands, abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum. If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “FOR” the election of the director nominees as set forth in this Proxy Statement (Proposal No. 1), and “FOR” the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal No. 2). Our shareholders have no rights under the Cayman Islands Companies Act or under our Articles to exercise dissenters’ or appraisal rights with respect to the proposals being voted on.










Can I revoke or change my vote after I submit my proxy?










If you are the record holder of your ordinary shares, you may revoke your proxy in any one of the following ways:













You may submit another properly completed proxy card with a later date.







You may grant a subsequent proxy via telephone or through the Internet.







You may send a timely written notice, which must be received by the close of business (Eastern Time) on the business day immediately prior to the Annual Meeting, that you are revoking your proxy to LianBio, c/o International Corporation Services Ltd., 2nd Floor, Harbour Place, 103 South Church Street, P.O. Box 472, George Town, Grand Cayman KY1-1106, Cayman Islands.







You may attend the Annual Meeting and vote electronically. Simply attending the Annual Meeting will not, by itself, revoke your proxy.










Your most current proxy card, telephone proxy or Internet proxy is the one that is counted.










If you hold ADSs, directly or through a broker, bank or other nominee, you must follow the instructions provided by Citibank or such broker, bank or other nominee if you wish to change your vote. The last instructions you submit prior to the deadline indicated by Citibank or the broker, bank or other nominee, as applicable, will be used to instruct Citibank how to vote your ADSs.










Will my shares be counted if I do not vote?










If you are the shareholder of record and you do not vote before the Annual Meeting by proxy card, via telephone or via the Internet, or during the Annual Meeting virtually via the Internet, your ordinary shares will not be voted at the Annual Meeting.










What if I return my proxy card but do not provide voting instructions?










Abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum, but will not be counted for the purpose of determining the number of votes cast on a given proposal. If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations of our Board set forth above.










What is the quorum requirement?










Pursuant to the Articles, the quorum required for a general meeting of shareholders consists of one or more shareholders holding not less than an aggregate of one-third of all voting share capital of the Company in issue who are present in person, virtually or by proxy, and entitled to vote. As of close of business (Eastern Time) on April 12, 2022, there were 107,275,458 shares outstanding and entitled to vote. Thus, the holders of 35,758,486 shares must be present or represented by proxy at the Annual Meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you attend the Annual Meeting in person virtually by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/LIAN2022. Abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum. If there is no quorum, the holders of a majority of the shares present at the meeting or represented by proxy may adjourn the meeting to another date.










How many votes are needed to approve each proposal?










An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person, virtually or by proxy, at a general meeting. Both Proposals No. 1 and 2 of this Proxy Statement are ordinary resolutions. Abstentions will have no effect on the outcome of the vote on these proposals because abstentions do not count as a vote cast. Broker non-votes will have no effect on the results of this vote.






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Who is paying the expenses of solicitation?










Our Board is making this solicitation and we will pay the entire cost of preparing and distributing the proxy materials and soliciting votes. If you choose to access the proxy materials over the Internet, you are responsible for any Internet access charges that you may incur. Our officers, directors and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, emails or otherwise. Proxies may be solicited by telephone, email, facsimile, personal solicitation or otherwise. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies.










When are shareholder proposals due for next year’s annual meeting?










The Cayman Islands Companies Act provides shareholders with only limited rights to requisition a general meeting and does not provide shareholders with a right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our Articles allow our shareholders holding in aggregate not less than one-third of the share capital of the Company and entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our Board may duly convene an extraordinary general meeting and submit the resolutions put forward to a vote at such meeting. As a Cayman Islands exempted company, we are not obligated by Cayman law to call shareholders’ annual general meetings; however, our Articles provide that we will hold an annual general meeting.










Shareholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual general meeting of shareholders by submitting their proposals in writing to us in a timely manner. In order to be considered for inclusion in the proxy statement for the 2023 annual general meeting of shareholders, shareholder proposals (including a director nomination) must be received at our principal executive offices no later than December 29, 2022, and must otherwise comply with the requirements of Rule 14a-8 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). If we do not receive notice of the proposal or nomination at our principal executive offices prior to such date, such proposal or nomination will be considered untimely for purposes of Rules 14a-8. If the date of the annual general meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal or nomination in a press release or in a document filed with the SEC.










Any shareholder proposal for the annual general meeting of shareholders in 2023 which is submitted outside the processes of Rule 14a-8 shall be considered untimely unless received by the Company in writing no later than March 15, 2023. If we do not receive notice of the proposal at our principal executive offices prior to such date, such proposal will be considered untimely for purposes of Rule 14a-4 and 14a-5 of the Exchange Act, and those officers who have been designated as our proxies for the 2023 annual general meeting of shareholders will accordingly be authorized to exercise discretionary voting authority to vote for or against the proposal. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. A copy of all notices of proposals by shareholders should be sent to LianBio, 103 Carnegie Center Drive, Suite 309, Princeton, New Jersey 08540, Attention: Investor Relations.










When will the Company announce the voting results?










Results of the Annual Meeting will be posted on the website of the Company following the conclusion of the Annual Meeting and on the website of the SEC (www.sec.gov) in a Current Report on Form 8-K filed by us within four business days of the conclusion of the Annual Meeting.




Emerging Growth Company and Smaller Reporting Company










We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:













reduced disclosure about our executive compensation arrangements;







no non-binding shareholder advisory votes on executive compensation; and







exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.












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We may take advantage of these exemptions for up to five years or until such earlier time that we are no longer an emerging growth company. We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) ending December 31, 2026, (b) in which we have total annual gross revenues of at least $1.07 billion or (c) in which we are deemed to be a “large accelerated filer,” under the rules of the SEC, which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.










For so long as we remain an emerging growth company, we are permitted to rely on certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved and an exemption from compliance with the requirements regarding the communication of critical audit matters in the auditor’s report on financial statements.










In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard on the same timeline as other public companies, and we will not be able to revoke such election. This may make comparison of our financial statements with another emerging growth company that has not opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.










We are also a “smaller reporting company” as that term is defined in Rule 12b-2 promulgated under the Exchange Act. If we are still a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.






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PROPOSAL NO. 1—ELECTION OF DIRECTORS










In accordance with our Articles, our Board is divided into three classes of approximately equal size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Tassos Gianakakos and Neil Kumar are the Class I directors whose terms expire at the Annual Meeting.










Upon the review and recommendation of the nominating and corporate governance committee, the Board has nominated Tassos Gianakakos and Neil Kumar for re-election to the Board as our Class I director nominees at the Annual Meeting. Mr. Gianakakos has served as a member of our Board since August 2020. Dr. Kumar has served as a member of our Board since October 2019. Mr. Gianakakos and Dr. Kumar were nominated to our Board pursuant to the Director Nomination Agreement, as described under “Certain Relationships and Related Party Transactions—Director Nomination Agreement.” In accordance with the terms of the Director Nomination Agreement, each of Mr. Gianakakos and Dr. Kumar has been nominated for and has agreed to stand for re-election to our Board to serve as a Class I director of our Company for three years and until their successors are elected and qualified or until their earlier death, resignation or removal. Additional information about each of Mr. Gianakakos and Dr. Kumar, including their backgrounds and qualifications to serve on our Board, is provided under “Corporate Governance – Class I Director Nominees” below.




Required Vote of Shareholders




Our Articles provide that persons standing for election as directors at a duly constituted general meeting of shareholders with a requisite quorum shall be elected by an ordinary resolution of our shareholders, which requires the affirmative vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person, virtually or by proxy, at a general meeting. Broker non-votes and abstentions with respect to Proposal No. 1 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote.




It is intended that, unless you give contrary instructions, shares represented by proxies will be voted “FOR” the election of the two nominees listed above as director nominees. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by our Board, or our Board may reduce the number of directors to be elected at the Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including his or her period of service as a director, principal occupation and other biographical material, is shown elsewhere in this proxy statement.




OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THESE NOMINEES FOR CLASS I DIRECTOR, AND PROXIES SOLICITED BY OUR BOARD WILL BE VOTED IN FAVOR THEREOF, UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.






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PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We are asking our shareholders to ratify our audit committee’s appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2022. KPMG has served as our independent registered public accounting firm since 2020.




Our audit committee annually reviews our independent registered public accounting firm’s independence, including reviewing all relationships between our independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of our independent registered public accounting firm, and our independent registered public accounting firm’s performance. Although ratification is not required by our Articles or otherwise, our Board is submitting the appointment of KPMG to our shareholders for ratification as a matter of good corporate practice. If the appointment is not ratified, our audit committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the appointment is ratified, our audit committee in its discretion may appoint a different registered public accounting firm at any time during the year if the committee determines that such a change would be in the best interests of our Company and our shareholders.




Before selecting KPMG, our audit committee carefully considered that firm’s qualifications as an independent registered public accounting firm for our Company. This included a review of its performance in prior years, including the firm’s efficiency, integrity and competence in the fields of accounting and auditing. Our audit committee has expressed its satisfaction with KPMG in all of these respects.




KPMG served as independent registered public accounting firm for our Company with respect to the audit of the Company’s consolidated financial statements for 2021 and has been engaged by our audit committee to serve as our independent registered public accounting firm with respect to the audit of our consolidated financial statements for 2022. Representatives of KPMG will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders.




Principal Accountant Fees and Services




The aggregate fees billed for the fiscal years ended December 31, 2021 and 2020 for each of the following categories of services are as follows:






























































































Fee Category




2021




2020



Audit Fees(1)




$



1,461,000





$



400,000




Audit-Related Fees















Tax Fees(2)










288,000




All Other Fees(3)




161,000





264,000




Total Fees




$



1,622,000





$



952,000
































(1)



“Audit Fees” consist of aggregate fees for professional services provided in connection with the annual audit of our consolidated financial statements, the review of our quarterly consolidated financial statements, the preparation of the registration statement for our initial public offering, consultations on accounting matters directly related to the audit, and comfort letters, consents and assistance with and review of documents filed with the SEC.

























(2)







Tax Fees” consist of aggregate fees for tax compliance, tax advice and tax planning services, including transfer pricing services.


























(3)







All Other Fees” consist of aggregate fees billed for products and services provided by our independent registered public accounting firm other than those disclosed above, specifically related to services related to preparation and readiness for our initial public offering and other technical support services.








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Pre-Approval by Audit Committee of Principal Accountant Services










Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render auditing services, tax services, internal control-related services or permitted non-audit services unless the service is specifically approved in advance by our audit committee (or a subcommittee delegated by the audit committee). Consistent with any applicable SEC rules on auditor independence, the audit committee may establish annual ceilings on the level of fees and costs of generally pre-approved and sufficiently defined services that may be performed without seeking additional approval from the audit committee.


The audit committee has pre-approved all services performed since the pre-approval policy was adopted.




Required Vote of Shareholders




Approval of Proposal No. 2 requires the affirmative vote of a simple majority of the votes cast by the shareholders entitled to vote who are present in person, virtually or by proxy, at the Annual Meeting. Broker non-votes and abstentions with respect to Proposal No. 2 will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the vote. We expect that there will be no broker non-votes on this proposal due to the discretionary authority granted to brokerage firms, banks and other financial institutions.










OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022, AND PROXIES SOLICITED BY OUR BOARD WILL BE VOTED IN FAVOR THEREOF, UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.






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CORPORATE GOVERNANCE




BOARD COMPOSITION AND STRUCTURE










Our Board currently consists of seven members. Our Articles provide that unless otherwise determined by the Company in a general meeting, the authorized number of directors shall be not less than one or more than fifteen. Our nominating and corporate governance committee and Board may consider a broad range of factors relating to the qualifications and background of nominees, as further set forth under “Director Nominations.”










Our Articles provide that our Board is divided into three staggered classes of directors. Upon the expiration of the term of a class of directors and re-nomination by the Board, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of shareholders in the year in which their term expires. Subject to any earlier resignation or removal in accordance with the terms of our Articles, our Class I directors who are elected at the Annual Meeting will serve until the 2025 annual meeting of shareholders, our Class II directors will serve until the 2023 annual meeting of shareholders, and our Class III directors will serve until the 2024 annual meeting of shareholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by our Board among the three classes.










Our Articles provide that a director may be removed from office by ordinary resolution or by the Board at any time before the expiration of his or her term. Shareholders holding in aggregate not less than one-third of the share capital and entitled to vote at general meetings may requisition an extraordinary general meeting of our shareholders in accordance with the Articles. Additionally, the Articles provide that any vacancy on the Board, including a vacancy resulting from an enlargement of the Board, may be filled by ordinary resolution or by vote of a simple majority of our directors present and voting at a meeting of the Board, subject to Article 81(a) of the Articles.










In connection with our initial public offering, we entered into a Director Nomination Agreement with Perceptive Advisors (“Perceptive”), our founder and majority shareholder, as further set forth under “Certain Relationships and Related Party Transactions—Director Nomination Agreement.” The current members of our Board nominated pursuant to the Director Nomination Agreement are Neil Kumar, Tassos Gianakakos, Adam Stone, Yizhe Wang, Wei Wei Chen and Konstantin Poukalov.










Below is a list of the names, ages as of April 12, 2022 and classification of the individuals who currently serve as our directors. There are no family relationships among any of our directors or executive officers.




































































































Name






Age






Position



Tassos Gianakakos






49






Director (Class I)



Neil Kumar






43






Director (Class I)



Susan Silbermann






59






Director (Class II)



Adam Stone






42






Director (Class II)



Wei Wei Chen




56




Director (Class II)



Konstantin Poukalov






38






Director (Class III)



Yizhe Wang






52






Director (Class III)









DIRECTOR AND DIRECTOR NOMINEE BIOGRAPHIES




Information concerning our directors and director nominees is set forth below. The biographical description of each director who will be continuing as a director after the Annual Meeting and the director nominees up for election at the Annual Meeting includes the specific experience, qualifications, attributes and skills that led to the Board’s conclusion at the time of filing this Proxy Statement that each person listed below should serve as a director.






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CLASS I DIRECTOR NOMINEES










Tassos Gianakakos


has served as a member of our Board since August 2020. Mr. Gianakakos served as Chief Executive Officer and President and as a member of the board of directors of MyoKardia from October 2013 through November 2020, when it was acquired by Bristol-Myers Squibb. Mr. Gianakakos previously served as senior vice president and chief business officer at MAP Pharmaceuticals, Inc. from September 2006 to March 2013 when it was acquired by Allergan PLC. Prior to MAP Pharmaceuticals, Mr. Gianakakos led the formation of Codexis, Inc. in 2001. At Codexis, Mr. Gianakakos served as president and senior vice president, business development, and global head of Codexis’s Pharmaceuticals Business Unit. Before forming Codexis, Mr. Gianakakos was director of business development at Maxygen, a directed evolution company, where he led the company’s business development efforts for its vaccine and bio-industrial platforms, as well as financing activities including the company’s initial public offering. Prior to Maxygen, Mr. Gianakakos was a process engineer in Merck & Co., Inc.’s vaccine division. Mr. Gianakakos holds bachelor’s degrees in chemical engineering and economics from the Massachusetts Institute of Technology, a master’s degree in biotechnology from Northwestern University and a master’s degree in business administration from Harvard Business School. We believe Mr. Gianakakos’s extensive management experience in the pharmaceutical industry qualifies him to serve on our Board.










Neil Kumar, Ph.D.


, has served as a member of our Board since October 2019. Dr. Kumar has served as the Chief Executive Officer of BridgeBio Pharma, Inc., a commercial-stage biopharmaceutical company, and has been a member of BridgeBio Pharma, Inc.’s board of directors since April 2015. Dr. Kumar also served as the Chief Executive Officer of Eidos Therapeutics, Inc. (“Eidos”), a clinical-stage biopharmaceutical company, and a member of Eidos’s board of directors, from March 2016 to January 2021, when Eidos was acquired by BridgeBio. Before founding BridgeBio, Dr. Kumar was a principal at Third Rock Ventures, a healthcare venture capital firm, from 2011-2014, supporting and managing portfolio companies, while also focusing on new company formation and due diligence. During his time at Third Rock, Dr. Kumar served as the interim vice president of business development and operations for MyoKardia, Inc., a clinical-stage biopharmaceutical company, from 2012-2014. Prior to joining Third Rock, Dr. Kumar was an associate principal at McKinsey & Company, a management consulting firm, from 2007 to 2011. Dr. Kumar received his bachelor’s and master’s degrees in chemical engineering from Stanford University and received his doctorate in chemical engineering from the Massachusetts Institute of Technology. We believe Dr. Kumar’s extensive experience in leading roles as an executive officer at various biotechnology companies qualifies him to serve on our Board.




CURRENT DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING










Wei Wei Chen


has served as a member of our Board since April 2022. From June 2015 to December 2020, Ms. Chen served as vice president and chief financial officer of Starbucks (China) Company Limited. From July 2012 to May 2015, Ms. Chen served as chief financial officer of Yum! Brands, Inc.’s China Division. From February 2004 to June 2012, Ms. Chen held roles of increasing responsibility at Sanofi Group, including chief financial officer (Asia) from April 2011 through June 2021. Earlier in her career, Ms. Chen worked for Schering-Plough Corporation and Ernst & Young, LLP in a variety of roles. Since June 2021, Ms. Chen has served as a non-executive director and senior business advisor to HBM Holdings Limited, an anti


The above information was disclosed in a filing to the SEC. To see the filing, click here.

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