DEF 14A: InMed Pharmaceuticals Sets Date for Virtual Annual General Meeting on December 18, 2024

InMed Pharmaceuticals will hold its annual general meeting virtually on December 18, 2024, to discuss financial statements, elect directors, and appoint auditors.

Summary

• InMed Pharmaceuticals Inc. will hold its annual general meeting (the 'Meeting') virtually on Wednesday, December 18, 2024, at 4:00 p.m. Pacific Standard Time.
• The purposes of the Meeting include receiving the audited consolidated financial statements for the year ended June 30, 2024, electing five directors, re-appointing Marcum LLP as the auditor, and transacting other business.
• Shareholders will not be able to attend the Meeting in person, as it will be conducted via telephone conference.
• The company is using notice-and-access provisions to reduce the volume of materials mailed to shareholders.
• The record date for determining shareholders entitled to vote at the Meeting is October 21, 2024.
• Proxies must be received by Odyssey Trust Company by 4:00 p.m. (Pacific Standard Time) on December 16, 2024.
• At the close of business on October 21, 2024, 13,353,431 Common Shares of InMed were issued and outstanding.
• The Board is nominating five individuals to stand for election as directors at the Meeting.
• Shareholder proposals for the 2025 annual general meeting must be received by June 30, 2025.
• The Board recommends shareholders re-appoint Marcum LLP as the auditor.
• Marcum's fees for professional services in fiscal years 2024 and 2023 were $407,000 and $265,000, respectively.
• The contents and mailing of the Information Circular have been approved by the Board.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. It provides necessary information for shareholders to make informed decisions, but does not express strong positive or negative sentiment.

Positives

• The company is facilitating shareholder participation by holding a virtual meeting.
• The Board has a majority of independent directors.
• The Board has adopted a code of conduct for directors, officers, and employees.
• The Board has established an Audit Committee, a Compensation Committee, and a Governance and Nomination Committee, each operating under a written charter.
• The Board is actively involved in overseeing the management of risks.
• The company has an insider trading policy in place.

Negatives

• Shareholders cannot attend the meeting in person.
• The company has not adopted term limits for directors on the Board.
• The company has not adopted a written policy relating to the identification and nomination of women directors.
• The company has not adopted a target regarding women on the Board.
• The company has not adopted a target regarding women in executive officer positions of the Company.

Risks

• Failure to reach key corporate strategic goals may negatively impact the payment of cash bonuses to employees.
• The company's financial position could impact the payment of cash bonuses to employees.
• The company operates in a competitive industry, and there is intense competition for experienced executives.
• The company's success depends on its ability to attract and retain qualified executive officers.
• The company's compensation policies and practices could incentivize excessive risk-taking.

Future Outlook

The document includes information regarding shareholder proposals and nominations for the 2025 annual general meeting, indicating the company's planning for the future.

Management Comments

• The Company elected to conduct the Meeting virtually again this year, in order to maximize Shareholder attendance for those who would be unable to attend in person.
• We remain committed to ensuring that Shareholder meetings encourage Shareholder participation and engagement and to making the Meeting accessible and engaging for all involved.

Industry Context

The document provides insight into the corporate governance practices of a biopharmaceutical company, including director independence, committee structure, and executive compensation, which are relevant to industry standards and investor expectations.

Comparison to Industry Standards

• The company benchmarked executive compensation against US and Canadian public, pre-commercial and commercial biopharmaceutical companies with under 60 employees, less than $75M in revenues and market capitalization less than $150 million.
• The assessment benchmarked the 25th, 50th and 75th percentile of salary levels, cash bonus levels (% of base salary), and equity levels.
• The Compensation Committee is currently aiming to target cash compensation (salaries plus bonus) around the 25th percentile and equity-based compensation around the 50th percentile of this benchmark data set.

Management Changes

Corporate Governance

Related Party Transactions

• Norton Rose Fulbright Canada LLP (NRFC), where director Janet Grove is a Partner, rendered legal services to the Company.
• During the years ended June 30, 2024 and 2023, NRFC rendered legal services in the amount of $130,267 and $248,272, respectively, to the Company.
• From July 1, 2024 to the date of this Circular, NRFC rendered legal services in the amount of $144,517 to the Company.
• No legal services rendered by NRFC were rendered by Ms. Grove directly.

Stakeholder Impact

• Shareholders are provided with information to make informed voting decisions.
• Employees are subject to a code of conduct and insider trading policy.
• Directors and officers are covered by liability insurance.
• The company's corporate governance practices aim to protect the interests of all stakeholders.

Next Steps

• Shareholders are encouraged to vote by proxy in advance of the Meeting.
• Shareholders can attend the virtual Annual General Meeting on December 18, 2024.
• The Board will fix the remuneration to be paid to the auditors.

Key Dates

Keywords

Annual General Meeting, Proxy Statement, Shareholders, Directors, Auditor, InMed Pharmaceuticals, Corporate Governance, Executive Compensation