DEF 14A

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

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Filed by a party other than the Registrant ☐

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☒	Definitive Proxy Statement

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Kezar Life Sciences, Inc.

(Name of Registrant as Specified In Its Charter)

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

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☐	Fee paid previously with preliminary materials


☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 26, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Kezar Life Sciences, Inc., a Delaware corporation (“Kezar”). The meeting will be held on Tuesday, June 18, 2024 at 1:00 p.m., Pacific time at 4000 Shoreline Court, Suite 300, South San Francisco, California 94080.

Details regarding admission to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement.

We have elected to provide access to our proxy materials over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy statement and our Annual Report. The notice contains instructions on how to access those documents over the internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our Annual Report and a form of proxy card or voting instruction form. We believe that providing our proxy materials over the internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, by telephone or, if you receive a paper proxy card by mail, by completing and returning the proxy card or voting instruction form mailed to you. Please carefully review the instructions on each of your voting options described in this proxy statement, as well as in the Notice of Internet Availability of Proxy Materials you received in the mail.

On behalf of the Board of Directors and the employees of Kezar, we thank you for your continued support and look forward to seeing you at the Annual Meeting.

Sincerely,

    /s/ Christopher Kirk, Ph.D.

   

    Christopher Kirk, Ph.D.

   

    Chief Executive Officer

   

KEZAR LIFE SCIENCES, Inc.

4000 Shoreline Court, Suite 300

South San Francisco, California 94080

(650) 822-5600

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS


Time	1:00 p.m., Pacific time

Date	Tuesday, June 18, 2024

Place	4000 Shoreline Court, Suite 300, South San Francisco, California 94080

Purpose	(1) To elect the two nominees named in the attached proxy statement as directors to serve on the Board of Directors for a three-year term. (2) To approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this proxy statement. (3) To indicate, on an advisory basis, the preferred frequency of the advisory vote on the compensation of our named executive officers. (4) To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. (5) To approve an amendment to the Company’s amended and restated certificate of incorporation to effect, at the discretion of the Board of Directors, a reverse stock split of our common stock at a ratio in the range of one-for-two to one-for-twenty, such ratio to be determined at the discretion of the Board of Directors. (6) To conduct any other business properly brought before the meeting or any adjournment or postponement thereof. These items of business are more fully described in the proxy statement accompanying this Notice.

Record Date	The record date for the Annual Meeting is April 22, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder of record for purposes germane to the Annual Meeting at our executive offices for a period of 10 days ending the day prior to the Annual Meeting.

Voting by Proxy	You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please vote by telephone or through the internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account.

By order of the Board of Directors,

/s/ Marc L. Belsky

    Marc L. Belsky, Chief Financial Officer and Secretary

   

    South San Francisco, California

   

    April 26, 2024

   

TABLE OF CONTENTS


		Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		1
PROPOSAL 1 — ELECTION OF DIRECTORS		6
General		6
Vote Required		6
Our Recommendation		7
Information About Our Continuing Directors		7
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE		9
Board Diversity Matrix		9
Board Independence		9
Leadership Structure and Risk Oversight		9
Board Meetings and Attendance		10
Board Committees		10
Audit Committee Report		14
Code of Business Conduct and Ethics		14
Corporate Governance Guidelines		14
Hedging Policy		14
Stockholder Communications with Our Board		14
PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION		16
Vote Required		16
Our Recommendation		16
PROPOSAL 3 — ADVISORY VOTE ON FREQUENCY OF SOLICITATION OF ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION		17
Vote Required		17
Our Recommendation		17
PROPOSAL 4 — RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		17
Vote Required		18
Independent Registered Public Accounting Firm Fees		18
Pre-Approval Policies and Procedures		18
Our Recommendation		18
PROPOSAL 5 — APPROVAL OF REVERSE STOCK SPLIT		19
Vote Required		24
Our Recommendation		17
EXECUTIVE OFFICERS		25
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION		26
Executive Officer Compensation		26
Director Compensation		35
PAY VERSUS PERFORMANCE		36
EQUITY COMPENSATION PLAN INFORMATION		39
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION		40
Policies and Procedures Regarding Transactions with Related Persons		40
Certain Related-Party Transactions		40
Indemnification		40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		41
OTHER INFORMATION FOR STOCKHOLDERS		43
OTHER MATTERS		44
APPENDIX A		45
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Kezar Life Sciences, Inc.		45

Website References

You may also access additional information about Kezar Life Sciences, Inc. at www.kezarlifesciences.com and ir.kezarlifesciences.com. References to our websites throughout this proxy statement are provided for convenience only and the content on our website does not constitute a part of this proxy statement.


Proposal No.	Proposal Description	Vote Required for Approval	Effect of Abstentions	Effect of Broker Non-Votes	Matter
1.	Election of Directors	Nominees receiving the most “For” votes; withheld votes will have no effect.	Not applicable	No effect	Non-routine
2.	Advisory approval of the compensation paid to our named executive officers	“For” votes from the holders of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter.	Against	No effect	Non-routine
3.	Advisory vote on the frequency of the advisory vote on compensation paid to our named executive officers	The frequency receiving the votes of the holders of a majority of the voting power of the shares present in person or virtually or represented by proxy and entitled to vote on the matter.	Against	No effect	Non-routine
4.	Ratification of the selection of KPMG LLP as our independent registered public accounting firm	“For” votes from the holders of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter.	Against	Not applicable	Routine*
5.	Reverse Stock Split	“For” votes from the holders of a majority of the total votes cast on the proposal.	No effect	No effect	Routine*


Director Nominees	Age(1)	Term Expires	Position(s) Held	Director Since
Christopher Kirk, Ph.D.	52	2027	Chief Executive Officer and Director	2015
John Fowler	52	2027	Director	2015


Continuing Directors	Age(1)	Term Expires	Position(s) Held	Director Since
Elizabeth Garner, M.D.	56	2025	Director	2019
Michael Kauffman, M.D., Ph.D.	60	2025	Director	2016
Courtney Wallace	40	2025	Director	2021
Franklin Berger	74	2026	Director	2016
Graham Cooper	54	2026	Chairman	2017
Micki Klearman, M.D.	69	2026	Director	2021


Board Diversity Matrix (As of April 26, 2024)
Total Number of Directors	8
	Female	Male
Part I: Gender Identity
Directors	3	5
Part II: Demographic Background
African American or Black	1	0
White	3	5
Two or More Races or Ethnicities	1	0


Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Franklin Berger†	X		X*
Graham Cooper†	X*	X
Elizabeth Garner, M.D.	X
Michael Kauffman, M.D., Ph.D.		X*
Micki Klearman, M.D.			X
Courtney Wallace		X	X
Total meetings in 2023	4	5	1


	Fiscal Year
	2023		2022
Audit fees (1)	$	704,000	$	774,000
Audit-related fees		—		—
Tax fees		—		—
All other fees		—		—
Total Fees	$	704,000	$	774,000


Reverse Stock Split Ratio	-	2:1	10:1	20:1
Common Stock Outstanding	72,801,359	36,400,680	7,280,136	3,640,068


Name	Age(1)	Position(s)
Christopher Kirk, Ph.D.	52	Chief Executive Officer and Director
Marc Belsky	68	Chief Financial Officer and Secretary
Nick Mordwinkin, Ph.D.(2)	43	Chief Business Officer
Mark Schiller	44	Chief Legal Officer

SEC Form DEF 14A filed by Kezar Life Sciences Inc.