mrtx-20230404

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 (Amendment No. )


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Filed by a party other than the Registrant o

Check the appropriate box:

o						Preliminary Proxy Statement

o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý						Definitive Proxy Statement

o						Definitive Additional Materials

o						Soliciting Material under §240.14a-12

Mirati Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

ý No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

MIRATI THERAPEUTICS, INC.

ANNUAL MEETING OF SHAREHOLDERS

May 11, 2023

NOTICE AND PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 11, 2023

To the Shareholders of Mirati Therapeutics, Inc.:

Notice is hereby given that the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Mirati Therapeutics, Inc., a Delaware corporation, will be held on Thursday, May 11, 2023, beginning promptly at 9:00 a.m., Pacific Time. The Annual Meeting will be held in a virtual meeting format only, via live webcast on the Internet, with no physical in-person meeting. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/MRTX2023, where you will be able to listen to the meeting live, submit questions and vote. As always, we encourage you to vote your shares prior to the Annual Meeting.

You are being asked to vote on the following matters:

1.To elect the nine nominees for director named in the accompanying proxy statement to serve for the ensuing year and until their successors are elected.

2.To approve, on an advisory basis, compensation paid to our named executive officers as disclosed in this proxy statement.

3.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023.

4.To approve the amendment to our 2013 Employee Stock Purchase Plan, to increase the aggregate number of shares of our common stock reserved for issuance under such plan by 750,000 shares.

5.To conduct any other business properly brought before the meeting.

The accompanying proxy statement contains additional information and should be carefully reviewed by shareholders.

The Annual Meeting will be a completely virtual meeting of shareholders. To participate, vote or submit questions during the Annual Meeting via live webcast, please visit www.virtualshareholdermeeting.com/MRTX2023. You will not be able to attend the Annual Meeting in person.

This year’s Annual Meeting will be held virtually through a live webcast. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/MRTX2023 and entering the 16-digit Control Number included in your proxy card or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 8:45 a.m., Pacific Time, on Thursday, May 11, 2023.

Our Board of Directors has fixed the close of business on March 15, 2023, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. We intend to mail these proxy materials on or about April 6, 2023 to all shareholders as of the record date.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 11, 2023 at 9:00 a.m. Pacific Time via live webcast at www.virtualshareholdermeeting.com/MRTX2023.
The proxy statement and annual report to shareholders are available at http://www.materials.proxyvote.com/60468T


You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote online if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.


Introduction			1
Questions and Answers About these Proxy Materials and Voting			1
Forward-Looking Statements			7
Proposal 1 Election of Directors			8
Information Regarding the Board of Directors and Corporate Governance			12
Proposal 2 Advisory Vote on Executive Compensation			19
Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm			20
Proposal 4 Approval of Amendment to the 2013 Employee Stock Purchase Plan			21
Information About Our Executive Officers			23
Security Ownership of Certain Beneficial Owners and Management			25
Executive Compensation			28
Certain Relationships and Related Party Transactions			59
Householding of Proxy Materials			60
Other Matters			61
Appendix A - Amended 2013 Employee Stock Purchase Plan


Name	Age(1)	Position
David Meek	59	Chief Executive Officer and Director
Faheem Hasnain	64	Chairman of the Board
Charles M. Baum, M.D., Ph.D.	64	President, Founder, Head of Research and Development and Director
Bruce L.A. Carter, Ph.D.	79	Director
Julie M. Cherrington, Ph.D.	65	Director
Aaron I. Davis	44	Director
Craig Johnson	61	Director
Maya Martinez-Davis	53	Director
Shalini Sharp	47	Director


			Audit Committee
			Craig Johnson, Chair
			Maya Martinez-Davis
			Shalini Sharp


Board of Directors Diversity Matrix (As of April 6, 2023)
Total Number of Directors (1)		10
		Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors		3	6	—	1
Part II: Demographic Background
African American or Black		—	—	—	—
Hispanic or Latinx		1	—	—	—
Asian		1	1	—	—
Native American or Alaskan Native		—	—	—	—
White		1	5	—	—
Two or more races or ethnicities		—	—	—	—
LGBTQ+	1
Did Not Disclose Demographic Background	1


	Fiscal Year Ended December 31,
	2022		2021
Audit Fees(1)	$	900,363	$	893,915


By Order of the Board of Directors,

SEC Form DEF 14A filed by Mirati Therapeutics Inc.