snss-defa14a_20190412.htm

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

Filed by the Registrant                               Filed by a Party other than the Registrant  

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Preliminary Proxy Statement

 

 

 

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

 

 

 

Definitive Proxy Statement

 

 

 

Definitive Additional Materials

 

 

 

Soliciting Material Pursuant to § 240.14a-12

SUNESIS PHARMACEUTICALS, 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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No fee required.

 

 

 

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

 

 

 

 

 

1.

 

Title of each class of securities to which transaction applies:

     

 

 

2.

 

Aggregate number of securities to which transaction applies:

     

 

 

3.

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

     

 

 

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Fee paid previously with preliminary materials.

 

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 6, 2019

 

 

  

 

 

Meeting Information

 

  

SUNESIS PHARMACEUTICALS, INC.

 

 

 

 

 

  

 

 

Meeting Type:         Annual Meeting

 

  

 

 

For holders as of:    April 8, 2019

 

  

 

 

Date:     June 6, 2019         Time: 11:00 A.M. (Pacific)

 

  

 

 

Location:

 

395 Oyster Point Boulevard

 

  

 

 

 

 

Suite 400

 

  

 

 

 

 

South San Francisco, CA 94080

 

 

  

 

 

 

You are receiving this communication because you hold shares in the above named company.

 

  

SUNESIS PHARMACEUTICALS, INC.

 

 

 

  

395 OYSTER POINT BLVD.,

SUITE 400

SOUTH SAN FRANCISCO, CA 94080

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

 

 

 

  

 

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

  

 

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 

  

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

  

— Before You Vote —

 

  

How to Access the Proxy Materials

 

  

Proxy Materials Available to VIEW or RECEIVE:

 

 

 

  

COMBINED DOCUMENT

 

 

 

  

How to View Online:

 

 

 

  

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com .

 

 

 

  

How to Request and Receive a PAPER or E-MAIL Copy:

 

 

 

  

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

 

 

 

  

1)  BY INTERNET :

 

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2)  BY TELEPHONE :

 

1-800-579-1639

 

 

 

 

  

3)  BY E-MAIL* :

 

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*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

 

 

 

  

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 23, 2019 to facilitate timely delivery.

 

 

 

  

— How To Vote —

 

  

Please Choose One of the Following Voting Methods

  

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

  

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.

  

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

            Voting items             

  

 

  

 

  

 

  

 

 

The Board of Directors recommends you vote FOR the following:

  

 

  

 

  

 

 

1.

  

Vote on Directors To elect the three nominees for director named below to hold offices as Class II members of the Board of Directors

 

 

 

 

  

Nominees

  

 

 

 

 

 

 

 

  

01)

  

James W. Young, Ph.D.

  

 

  

 

 

  

02)

  

Steven B. Ketchum, Ph.D.

  

 

  

 

 

 

03)

 

Homer L. Pearce, Ph.D.

 

 

 

 

 

The Board of Directors recommends you vote FOR proposals 2 and 4 and 1 Year on proposal 3.

 

 

2.

  

To approve, on an advisory basis, the compensation of our named executive officers.

 

 

3.

  

To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our named executive officers.

 

 

4.

  

To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of Sunesis for the year ending December 31, 2019.

 

 

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.