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.      )

 

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

Check the appropriate box:

 

Organovo Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

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

Payment of Filing Fee (Check all boxes that apply):

 

 

 

 

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w  SCAN TO   VIEW MATERIALS & VOTE  ORGANOVO HOLDINGS, INC.  11555 SORRENTO VALLEY ROAD, SUITE 100   SAN DIEGO, CA 92121   VOTE BY INTERNET   Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above  Use the Internet to transmit your voting instructions and for electronic delivery of information  up until 11:59 p.m. Eastern Time on September 6, 2022. Have your proxy card in hand when  you access the web site and follow the instructions to obtain your records and to create an  electronic voting instruction form.  During The Meeting - Go to www.virtualshareholdermeeting.com/ONVO2022  You may attend the meeting via the Internet and vote during the meeting. Have the information  that is printed in the box marked by the arrow available and follow the instructions.  VOTE BY PHONE - 1-800-690-6903  Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time September 6, 2022. Have your proxy card in hand when you call  and then follow the instructions.  VOTE BY MAIL  Mark, sign and date your proxy card and return it in the postage-paid envelope we have  provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,  NY 11717.  D88939-P76238  ORGANOVO HOLDINGS, INC.  The Board of Directors recommends you vote FOR the following:  1. To elect each of Douglas Jay Cohen and David Gobel as  a Class II director to hold office until the 2025 Annual  Meeting of Stockholders and until his respective successor  is elected and qualified.  For   Withhold   Nominees:  !  !   1a. Douglas Jay Cohen  !  !   1b. David Gobel  The Board of Directors recommends you vote FOR proposals 2, 3 and 4.  For   Against  Abstain  !  !  !  2. To ratify the appointment of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for the fiscal year ending March 31, 2023.  !  !  !  3. To approve, on an advisory basis, the compensation of our named executive officers.  !  !  !  4. To approve the Organovo Holdings, Inc. 2022 Equity Incentive Plan.  NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.  Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,  administrator, or other fiduciary, please give full title as such. Joint owners should each sign  personally. All holders must sign. If a corporation or partnership, please sign in full corporate  or partnership name by authorized officer.  

 

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You are cordially invited to attend our 2022 Annual Meeting of Stockholders, to be held virtually  via live webcast at www.virtualshareholdermeeting.com/ONVO2022 at 9:00 a.m. Pacific Time on  September 7, 2022.  Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.  D88940-P76238  ORGANOVO HOLDINGS, INC.  Annual Meeting of Stockholders  September 7, 2022, 9:00 a.m. Pacific Time  This proxy is solicited by the Board of Directors  The undersigned hereby appoints Keith Murphy and Tom Jurgensen, or either of them, as proxies, each with the power  to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of  this proxy, all of the shares of Common Stock of ORGANOVO HOLDINGS, INC. that the undersigned is entitled to vote  at the Annual Meeting of Stockholders to be held at 9:00 a.m. Pacific Time on September 7, 2022, via live webcast at  www.virtualshareholdermeeting.com/ONVO2022 and any adjournment or postponement thereof.  THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION  IS MADE, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES FOR THE BOARD OF DIRECTORS LISTED IN PROPOSAL  1 ON THE REVERSE SIDE AND "FOR" PROPOSALS 2, 3 AND 4.  Continued and to be signed on reverse side

 

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Your Vote Counts!  ORGANOVO HOLDINGS, INC.  2022 Annual Meeting  Vote by September 6, 2022  11:59 PM ET   ORGANOVO HOLDINGS, INC.  11555 SORRENTO VALLEY ROAD, SUITE 100   SAN DIEGO, CA 92121  D88951-P76238  You invested in ORGANOVO HOLDINGS, INC. and it’s time to vote!  You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the  availability of proxy material for the stockholder meeting to be held on September 7, 2022.  Get informed before you vote  View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s)  by requesting prior to August 24, 2022. If you would like to request a copy of the material(s) for this and/or future stockholder  meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com.  If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not  otherwise receive a paper or email copy.  For complete information and to vote, visit www.ProxyVote.com   Control #  Vote Virtually at the Meeting*  September 7, 2022  9:00 a.m. Pacific Time  Smartphone users  Point your camera here and  vote without entering a  control number  Virtually at:  www.virtualshareholdermeeting.com/ONVO2022  *Please check the meeting materials for any special requirements for meeting attendance.  V1.1  

 

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Vote at www.ProxyVote.com  THIS IS NOT A VOTABLE BALLOT  This is an overview of the proposals being presented at the  upcoming stockholder meeting. Please follow the instructions on  the reverse side to vote these important matters.  Board  Recommends  Voting Items  1. To elect each of Douglas Jay Cohen and David Gobel as a Class II director to hold office until the 2025 Annual Meeting  of Stockholders and until his respective successor is elected and qualified.   Nominees:   1a. Douglas Jay Cohen  For   1b. David Gobel  For  2. To ratify the appointment of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for the  fiscal year ending March 31, 2023.  For  3. To approve, on an advisory basis, the compensation of our named executive officers.  For  4. To approve the Organovo Holdings, Inc. 2022 Equity Incentive Plan.  For  NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the  meeting or any adjournment thereof.  Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.  D88952-P76238