SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934
(Amendment No. )
Chairman of the Board of Directors
and Chief Executive Officer
for the Annual General Meeting of Shareholders
to be held on Thursday, December 5, 2024 at 12 p.m., US Eastern Time,
at the offices of Blank Rome LLP located at One Logan Square, Philadelphia, PA 19103
https://quoinpharma.gcs-web.com/annual-report-and-proxy-statement
Chairman of the Board of Directors
and Chief Executive Officer
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FOR THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Thursday, December 5, 2024
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Date and Time:
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| | Thursday, December 5, 2024, beginning at 12:00 p.m., US Eastern Time | |
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Meeting Place:
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| | Offices of Blank Rome LLP located at One Logan Square, Philadelphia, PA 19103 | |
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Record Date:
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| | October 21, 2024 | |
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Voting:
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| | Each ordinary share is entitled to one vote per share on all matters presented at the Annual Meeting. Each ADS represents one of our ordinary shares. | |
Agenda Item
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| |
Board Vote
Recommendation |
| |
Page
Reference |
|
Election of seven directors | | |
FOR each Director
Nominee |
| | | |
Approval of certain amendments to our Amended and Restated Articles of Association, as amended | | |
FOR
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| | | |
Approval of a compensation program for Dr. Michael Myers, our Chief Executive Officer and Chairman of the Board | | |
FOR
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Approval of a compensation program for Denise Carter, our Chief Operating Officer and member of the Board | | |
FOR
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| | | |
Approval of changes to our non-employee directors’ compensation program | | |
FOR
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| | | |
Appointment of Marcum LLP to serve as our independent registered public accounting firm until our next annual general meeting of shareholders | | |
FOR
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| | | |
Subject to his re-election, approval of Dr. Michael Myers’ service as both the Company’s Chief Executive Officer and Chairman of the Board for a period of three years | | |
FOR
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Name
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| |
Age
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| |
Position
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| |||
Dr. Michael Myers | | | | | 62 | | | |
Chairman of the Board and Chief Executive Officer
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|
Denise Carter | | | | | 55 | | | | Director and Chief Operating Officer | |
Joseph Cooper(1)(3) | | | | | 66 | | | | Director | |
James Culverwell(2)(4) | | | | | 68 | | | | Director | |
Dr. Dennis H. Langer(5) | | | | | 73 | | | | Director | |
Natalie Leong(1)(6) | | | | | 39 | | | | Director | |
Michael Sember(2) | | | | | 75 | | | | Director | |
James Culverwell
Natalie Leong
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Board Diversity Matrix (As of October [•], 2024)
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| |||
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Total Number of Directors
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| |
7
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| | |
Female
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Male
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| |
Non-Binary
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| |
Did not
Disclose Gender |
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Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors
|
| | | | 2 | | | | | | 5 | | | | | | — | | | | | | — | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
Asian
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
White
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| | | | 1 | | | | | | 5 | | | | | | — | | | | | | — | | |
LGBTQ+
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| | | | | | | | | | | | | | | | 1 | | | | | | | | |
Did Not Disclose Demographic Background
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| |
—
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|
Name
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| |
Fees Earned or
Paid in Cash ($) |
| |
Option
Awards(1) ($) |
| |
Total
($) |
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Joseph Cooper
|
| | | | 85,000 | | | | | | 27,622 | | | | | | 112,622 | | |
James Culverwell
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| | | | 95,000 | | | | | | 27,622 | | | | | | 122,622 | | |
Dr. Dennis H. Langer
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| | | | 90,000 | | | | | | 27,622 | | | | | | 117,622 | | |
Natalie Leong
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| | | | 95,000 | | | | | | 27,622 | | | | | | 122,622 | | |
Michael Sember
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| | | | 80,000 | | | | | | 27,622 | | | | | | 107,622 | | |
TO OUR ARTICLES OF ASSOCIATION
TO OUR NON-EMPLOYEE DIRECTORS’ COMPENSATION PROGRAM
TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
UNTIL OUR NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS
| | |
December 31, 2023
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| |
December 31, 2022
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| ||||||
Type of Fees(a) (in thousands): | | | | | | | | | | | | | |
Audit Fees
|
| | | $ | 244 | | | | | $ | 258 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | — | | | | | | — | | |
All Other Fees
|
| | | | — | | | | | | — | | |
Total
|
| | | $ | 244 | | | | | $ | 258 | | |
AS BOTH THE COMPANY’S CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD FOR A PERIOD OF THREE YEARS
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus(1)
($) |
| |
Option
Awards(2) ($) |
| |
All Other
Compensation(3) ($) |
| |
Total
($) |
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Dr. Michael Myers
Chief Executive Officer |
| |
2023
|
| | | | 602,250 | | | | | | 301,125 | | | | | | 292,263 | | | | | | 59,550 | | | | | | 1,255,188 | | |
|
2022
|
| | | | 550,000 | | | | | | 247,500 | | | | | | 1,112,187 | | | | | | 57,112 | | | | | | 1,966,799 | | | ||
Denise Carter
Chief Operating Officer |
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2023
|
| | | | 481,800 | | | | | | 240,900 | | | | | | 292,266 | | | | | | 56,000 | | | | | | 1,070,966 | | |
|
2022
|
| | | | 440,000 | | | | | | 198,000 | | | | | | 1,112,187 | | | | | | 55,215 | | | | | | 1,805,402 | | | ||
Gordon Dunn
Chief Financial Officer |
| |
2023
|
| | | | 394,200 | | | | | | 197,100 | | | | | | 184,635 | | | | |
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—
|
| | | | | 775,935 | | |
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2022
|
| | | | 360,000 | | | | | | 162,000 | | | | | | 926,822 | | | | | | 1,385 | | | | | | 1,450,207 | | |
| | | | | | | | |
Office
Allowance ($) |
| |
Car
Allowance ($) |
| |
401(k) Plan
Contributions ($) |
| |
Total
($) |
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Michael Myers
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| | | | 2023 | | | | | | 30,000 | | | | | | 18,000 | | | | | | 11,550 | | | | | | 59,550 | | |
| | | 2022 | | | | | | 30,000 | | | | | | 18,000 | | | | | | 9,112 | | | | | | 57,112 | | | ||
Denise Carter
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| | | | 2023 | | | | | | 30,000 | | | | | | 18,000 | | | | | | 8,000 | | | | | | 56,000 | | |
| | | 2022 | | | | | | 30,000 | | | | | | 18,000 | | | | | | 7,215 | | | | | | 55,215 | | | ||
Gordon Dunn
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| | | | 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2022 | | | | | | — | | | | | | — | | | | | | 1,385 | | | | | | 1,385 | | |
Name
|
| |
Option Grant
Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(1) |
| |
Option
Exercise Price ($)(2) |
| |
Option
Expiration Date |
| |||||||||
Dr. Michael Myers
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| |
4/12/2022
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| | | | 1,786 | | | | | | 5,357 | | | | | | 210 | | | |
04/12/2032
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|
|
10/26/2023
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| | | | — | | | | | | 80,965 | | | | | | 5.75 | | | |
10/26/2033
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| ||
Denise Carter
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| |
4/12/2022
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| | | | 1,786 | | | | | | 5,357 | | | | | | 210 | | | |
04/12/2032
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|
|
10/26/2023
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| | | | — | | | | | | 80,966 | | | | | | 5.75 | | | |
10/26/2033
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| ||
Gordon Dunn
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| |
4/12/2022
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| | | | 1,488 | | | | | | 4,465 | | | | | | 210 | | | |
04/12/2032
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|
|
10/26/2023
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| | | | — | | | | | | 51,149 | | | | | | 5.75 | | | |
10/26/2033
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|
Year
|
| |
Summary
Compensation Table Total for PEO(1) ($) |
| |
Compensation
Actually Paid to PEO(1)(2)(3) ($) |
| |
Average Summary
Compensation Table Total for Non-PEO NEOs(1) ($) |
| |
Average
Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) |
| |
Value of Initial
Fixed $100 Investment based on Total Shareholder Return(4) ($) |
| |
Net Income
(Loss) ($ in Millions) |
| ||||||||||||||||||
2023
|
| | | | 1,255,188 | | | | | | 1,219,056 | | | | | | 923,451 | | | | | | 886,422 | | | | | | 0.28 | | | | | | (8.7) | | |
2022
|
| | | | 1,966,799 | | | | | | 941,195 | | | | | | 1,627,805 | | | | | | 687,668 | | | | | | 0.98 | | | | | | (9.5) | | |
2021
|
| | | | 998,209 | | | | | | 998,209 | | | | | | 464,505 | | | | | | 464,505 | | | | | | 15.64 | | | | | | (21.5) | | |
Year
|
| |
Summary
Compensation Table Total ($) |
| |
Exclusion of
Option Awards ($) |
| |
Inclusion of
Equity Values ($) |
| |
Compensation
Actually Paid to ($) |
| |||||||||||||||
2023
|
| | PEO | | | | | 1,255,188 | | | | | $ | (292,263) | | | | | | 256,131 | | | | | | 1,219,056 | | |
| | |
Other NEOS Average
|
| | | | 923,451 | | | | | | (238,451) | | | | | | 201,422 | | | | | | 886,422 | | |
Year
|
| |
Year-End
Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) |
| |
Change in
Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) |
| |
Vesting-Date
Fair Value of Equity Awards Granted During Year that Vested During Year ($) |
| |
Change in
Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards that Vested During Year ($) |
| |
Fair Value at
Last Day of Prior Year of Equity Awards Forfeited During Year ($) |
| |
Total —
Inclusion of Equity Values ($) |
| |||||||||||||||||||||
2023
|
| | PEO | | | | | 331,044 | | | | | | (56,959) | | | | | | 0 | | | | | | (17,953) | | | | | | 0 | | | | | | 256,131 | | |
| | |
Other NEOS Average
|
| | | | 270,091 | | | | | | (52,212) | | | | | | 0 | | | | | | (16,457) | | | | | | 0 | | | | | | 201,422 | | |
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership |
| |
Percentage
of Class |
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Directors and Named Executive Officers: | | | | | | | | | | | | | |
Dr. Michael Myers(1)
|
| | | | 67,017 | | | | | | 1.3 | | |
Denise Carter(2)
|
| | | | 66,857 | | | | | | 1.3 | | |
Joseph Cooper(3)
|
| | | | 2,245 | | | | | | * | | |
James Culverwell(4)
|
| | | | 2,562 | | | | | | * | | |
Dr. Dennis Langer(5)
|
| | | | 2,298 | | | | | | * | | |
Natalie Leong(6)
|
| | | | 2,245 | | | | | | * | | |
Michael Sember(7)
|
| | | | 2,245 | | | | | | * | | |
Gordon Dunn(8)
|
| | | | 42,062 | | | | | | * | | |
All directors and officers as a group (8 persons)(9)
|
| | | | 187,531 | | | | | | 3.7 | | |
Chairman of the Board of Directors
and Chief Executive Officer
https://quoinpharma.gcs-web.com/annual-report-and-proxy-statement
QUOIN PHARMACEUTICALS LTD.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
A VOTE “FOR” EACH OF PROPOSALS 1-7.
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For
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Against
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Abstain
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Proposal 1.A.
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| | To re-elect Dr. Michael Myers to serve as Director of the Company until the Company’s next annual general meeting. | | |
☐
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☐
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Proposal 1.B.
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| | To re-elect Ms. Denise Carter to serve as Director of the Company until the Company’s next annual general meeting. | | |
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☐
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Proposal 1.C.
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| | To re-elect Mr. Joseph Cooper to serve as Director of the Company until the Company’s next annual general meeting. | | |
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☐
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Proposal 1.D.
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| | To re-elect Mr. James Culverwell to serve as Director of the Company until the Company’s next annual general meeting. | | |
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Proposal 1.E.
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| | To re-elect Dr. Dennis H. Langer to serve as Director of the Company until the Company’s next annual general meeting. | | |
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Proposal 1.F.
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| | To re-elect Ms. Natalie Leong to serve as Director of the Company until the Company’s next annual general meeting. | | |
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Proposal 1.G.
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| | To re-elect Mr. Michael Sember to serve as Director of the Company until the Company’s next annual general meeting. | | |
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Proposal 2 | | | To approve the amendments to the Company’s Amended and Restated Articles of Association, as amended, as described in the Proxy Statement, dated October [•], 2024. | | |
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Proposal 3 | | | To approve the terms of a compensation program for Dr. Michael Myers, our Chief Executive Officer and Chairman of the Board as described in the Proxy Statement, dated October [•], 2024. | | |
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Proposal 4 | | | To approve the terms of a compensation program Denise Carter, our Chief Operating Officer and member of the Board, as described in the Proxy Statement, dated October [•], 2024. | | |
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☐
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Proposal 5 | | | To approve changes to our non-employee directors’ compensation program, as described in the Proxy Statement, dated October [•], 2024. | | |
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☐
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Proposal 6 | | | To appoint Marcum LLP to serve as the Company’s auditor and independent registered public accounting firm until the Company’s next annual general meeting of shareholders. | | |
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Proposal 7 | | | Subject to his re-election under Proposal 1, to approve Dr. Michael Myers’ service as both the Company’s Chief Executive Officer and Chairman of the Board for a period of three years. | | |
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Name
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Signature
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Date
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| | , 2024 | |
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Name
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Signature
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Date
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| | , 2024 | |