Exclusive ForumNominating and Corporate Governance Committee
David P. Bonita, M.D., Iain D. Dukes, D.Phil. and Otello Stampacchia, Ph.D. currently serve on the Nominating and Corporate Governance Committee, which is chaired by Dr. Stampacchia. Our bylaws provideBoard of Directors has determined that unless we consenteach member of the Nominating and Corporate Governance Committee is “independent” as defined in writingthe applicable Nasdaq rules. During the fiscal year ended December 31, 2023, the Nominating and Corporate Governance Committee did not meet. The Nominating and Corporate Governance Committee’s responsibilities include:
developing and recommending to the selectionBoard of an alternative forum,Directors criteria for board and committee membership;
establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;
reviewing the Court of Chancerycomposition of the StateBoard of Delaware shallDirectors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;
identifying individuals qualified to become members of the Board of Directors;
recommending to the Board of Directors the persons to be nominated for election as directors and to each of the soleboard’s committees;
reviewing and exclusive forum for any state law claims for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claimrecommending to the Board of breach of a fiduciary duty owed by anyDirectors appropriate corporate governance guidelines; and
overseeing the evaluation of our Board of Directors.
The Nominating and Corporate Governance Committee considers candidates for Board of Directors membership suggested by its members and the Chief Executive Officer. Additionally, in selecting nominees for directors, officersthe Nominating and employees to us or our stockholders; (3) any action asserting a claim arising pursuant toCorporate Governance Committee will review candidates recommended by stockholders in the Delaware General Corporation Law or our certificate of incorporation or bylaws (includingsame manner and using the interpretation, validity or enforceability thereof) or (4) any action asserting a claim that is governedsame general criteria as candidates recruited by the internal affairs doctrine; provided, however, thatcommittee and/or recommended by our Board of Directors. Any stockholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described later in this provision shall not apply to any causes of action arisingproxy statement under the Securities Act or Exchange Act. In addition, our bylaws provide that, unless we consentheading “Stockholder Proposals.” The Nominating and Corporate Governance Committee will also consider whether to nominate any person proposed by a stockholder in writing to an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for resolving any complaint asserting a cause of action under the Securities Act, or the Federal Forum Provision. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these forum provisions. These forum provisions may impose additional costs on stockholders, may limit our stockholders’ ability to bring a claim in a forum they find favorable, and the designated courts may reach different judgments or results than other courts. In addition, there is uncertainty as to whether our Federal Forum Provision will be enforced, which may impose additional costs on us and our stockholders.
Section 203 of the Delaware General Corporation Law
We are subject toaccordance with the provisions of Section 203 ofour bylaws relating to stockholder nominations as described later in this proxy statement under the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporationheading “Stockholder Proposals.”
Identifying and an interested stockholder is prohibited unless it satisfies one of the following conditions:
before the stockholder became interested, ourEvaluating Director Nominees. Our Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excludingis responsible for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or
at or after the time the stockholder became interested, the business combination was approved byfilling vacancies on our Board of Directors and authorizedfor nominating candidates for election by our stockholders each year in the class of directors whose term expires at anthe relevant annual or special meetingmeeting. The Board of Directors delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board of Directors, and of management, will be requested to take part in the process as appropriate.
Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the affirmative voteNominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of at least two-thirdseach candidate, both on an individual basis and taking into account the overall composition and needs of our Board of Directors. Based on the results of the outstanding voting stock which is not ownedevaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board of Directors’ approval to fill a vacancy or as director nominees for election to the Board of Directors by the interested stockholder.
Section 203 defines a business combination to include:
any merger or consolidation involving the corporation and the interested stockholder;
any sale, transfer, lease, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
subject to exceptions, any transaction that resultsour stockholders each year in the issuance or transfer byclass of directors whose term expires at the corporation of any stock of the corporation to the interested stockholder;
subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through the corporation.
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.relevant annual meeting.