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Section 1: DEFA14A (DEFINITIVE ADDITIONAL MATERIALS)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant x 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.
     
  x   Definitive Additional Materials.
     
  ¨   Soliciting Material Pursuant to §240.14a-12.

 

FORTRESS BIOTECH, INC.

(Name of Registrant as Specified in its Charter)

 

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

         
x   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):

 

 
    (4)  

Proposed maximum aggregate value of transaction:

 

 
    (5)  

Total fee paid:

 

 
   
¨   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.
     
    (1)  

Amount Previously Paid:

 

 
    (2)  

Form, Schedule or Registration Statement No.:

 

 
    (3)  

Filing Party:

 

 
    (4)  

Date Filed:

 

 

 

 

 

 

 

*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 14, 2018. FORTRESS BIOTECH, INC. Meeting Information Meeting Type: Annual Meeting For holders as of: April 16, 2018 Date: June 14, 2018 Time: 10:00 AM EDT Location: Alston & Bird LLP 90 Park Avenue, 15th Floor New York, New York 10016 FORTRESS BIOTECH, INC. ATTN: ROBYN HUNTER 2 GANSEVOORT STREET 9TH FLOOR NEW YORK, NEW YORK 10014 You are receiving this communication because you hold shares in the company named above. 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. E46822-P05192

 

 

 

 

Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: 1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2. 2017 ANNUAL REPORT 3. ANNUAL REPORT ON FORM 10-K 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: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * 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 31, 2018 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 boxmarked by the arrow (located on the following page) 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. E46823-P05192

 

 

 

 

Voting Items The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: 01) Lindsay A. Rosenwald, M.D. 02) Michael S. Weiss 03) Jimmie Harvey, Jr., M.D. 04) Malcolm Hoenlein 05) Dov Klein, CPA 06) J. Jay Lobell 07) Eric K. Rowinsky, M.D. The Board of Directors recommends you vote FOR Proposals 2, 3 and 4: 2. Ratification of the appointment of BDO USA, LLP as Fortress Biotech, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2018. 3. Approval of the amendment to the Company's 2012 Employee Stock Purchase Plan to, among other things, reserve an additional 600,000 shares of common stock for issuance thereunder. 4. Approval of the Fortress Biotech, Inc. Amended and Restated Certificate of Incorporation. NOTE: In its discretion, the proxy is authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR proposals 1, 2, 3 and 4. E46824-P05192

 

 

 

 

E46825-P05192

 

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