DEF: ORIC Pharmaceuticals Sets Date for 2025 Annual Stockholders Meeting

ORIC Pharmaceuticals will hold its 2025 Annual Meeting of Stockholders virtually on June 11, 2025, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• ORIC Pharmaceuticals, Inc. will hold its 2025 Annual Meeting of Stockholders on June 11, 2025, at 8:00 a.m. Pacific Time, in a virtual format.
• Stockholders of record as of April 16, 2025, are entitled to vote at the meeting.
• The meeting will address the election of two Class II directors to serve until the 2028 annual meeting and the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The board of directors recommends voting FOR the election of Steven L. Hoerter and Angie You, Ph.D. as Class II directors and FOR the ratification of KPMG LLP's appointment.
• As of the record date, there were 71,085,080 shares of common stock outstanding and entitled to vote.
• Proxy materials are available online at www.proxydocs.com/ORIC, and stockholders can vote via the Internet, telephone, or mail.

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. The sentiment is slightly positive due to the clear communication and standard corporate governance practices.

Positives

• The virtual meeting format allows for broader stockholder participation.
• The board of directors has a clear recommendation on how to vote on each proposal.
• The company provides multiple methods for stockholders to vote (Internet, phone, mail).
• The company is providing access to proxy materials over the Internet to reduce environmental impact and costs.
• The board of directors has determined that five of the six current directors are independent.
• The company has a compensation recovery (clawback) policy in place.

Future Outlook

The proxy statement outlines the business to be conducted at the Annual Meeting, including the election of directors and ratification of the independent accounting firm, setting the stage for the company's governance and financial oversight for the coming year.

Management Comments

• Jacob M. Chacko, M.D., President and Chief Executive Officer, invites stockholders to attend the Annual Meeting and encourages them to vote.
• The board of directors believes that separation of the positions of Chairman and Chief Executive Officer reinforces the independence of the board of directors from management.

Industry Context

Proxy statements are a standard part of corporate governance, providing transparency and allowing shareholders to participate in key decisions. The election of directors and ratification of auditors are routine but essential functions for publicly traded companies like ORIC Pharmaceuticals.

Comparison to Industry Standards

• The director compensation policy is reviewed against a peer group of comparable companies to ensure competitiveness.
• The company uses Aon's Human Capital Solutions practice to assess director compensation practices at comparable companies.
• The company's corporate governance practices, including director independence and committee structure, align with Nasdaq listing standards and SEC rules.
• The company's clawback policy is in accordance with the SEC and Nasdaq requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Related Party Transactions

• The audit committee has the primary responsibility for reviewing and approving or disapproving related party transactions.
• The company has entered into separate indemnification agreements with each of its directors and executive officers.

Stakeholder Impact

• Shareholders can vote on key governance matters, influencing the direction of the company.
• The election of directors impacts the leadership and strategic oversight of the company.
• The ratification of the independent auditor ensures financial transparency and accountability.

Next Steps

• Stockholders are urged to vote their shares via the Internet, by phone, or by mail.
• Stockholders can attend the Annual Meeting virtually by visiting www.proxydocs.com/ORIC.
• The company will file a Form 8-K to publish the final voting results after the Annual Meeting.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Director Election, KPMG LLP, Independent Auditor, Corporate Governance, ORIC Pharmaceuticals