DEFA14A: Additional definitive proxy soliciting materials and Rule 14(a)(12) material
Published on May 17, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
☐ 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 under 240.14a-12
OPKO Health, 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)
☒ No fee required
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
EXPLANATORY NOTE
This supplement (the “Proxy Supplement”) updates the Definitive Proxy Statement, dated May 1, 2023 (the “Proxy Statement”), previously furnished to stockholders of OPKO Health, Inc., a Delaware corporation (the “Company”), in connection with the Company’s Annual Meeting of Stockholders to be held on Thursday, June 22, 2023 beginning at 10:00 a.m., Eastern Time (the “Annual Meeting”). This Proxy Supplement is being filed solely to correct an administrative oversight on the proxy card that previously was furnished to the Company’s stockholders (the “Prior Proxy Card”). Specifically, Proposal 1 of the Prior Proxy Card regarding the election of directors gave stockholders the option to “Withhold” their votes for directors, which was clearly defined in the Proxy Statement as a vote against. To clarify, and ensure compliance with SEC rules, Proposal 1, in a revised proxy card now gives the voting options “For,” “Against,” or “Abstain.” Accordingly, the Company is providing such revised proxy card to its stockholders as of close of business on Monday, April 24, 2023, the record date for the Annual Meeting. “Withhold” votes received in response to the Prior Proxy Card will be treated as “Against” votes for all the applicable director nominees listed in Proposal 1 of the proxy card. Stockholders of record may change their votes (including any votes received in response to the Prior Proxy Card) at any time by: (i) written notice to the Company on the date of or prior to the Annual Meeting at its executive offices located at 4400 Biscayne Blvd., Miami, Florida 33137, attention: Secretary; (ii) execution of a subsequent proxy; (iii) participating and voting electronically at the Annual Meeting by completing a ballot online during the live webcast; or (iv) re-voting by telephone or by Internet prior to the meeting (only a stockholder’s latest telephone or Internet vote will be counted). Participation at the Annual Meeting will not automatically revoke a stockholder’s proxy. If a stockholder’s shares are held in the name of a broker or nominee, such stockholder must follow the instructions of its broker or nominee to revoke a previously given proxy.
Except as described herein, this Proxy Supplement does not modify, amend, supplement, or otherwise affect the Proxy Statement.