On this page of StockholderLetter.com we present the latest annual shareholder letter from CAPRICOR THERAPEUTICS, INC. — ticker symbol CAPR. Reading current and past CAPR letters to shareholders can bring important insights into the investment thesis.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 14, 2024
Dear Stockholders of Capricor Therapeutics, Inc.:
You are cordially invited to attend the Annual Meeting of Stockholders (the    Annual Meeting   ) of Capricor
Therapeutics, Inc., a Delaware corporation (the    Company   ), which will be held on May 14, 2024 at 10:00 a.m. (PDT), or
any adjournment or postponement thereof. The Annual Meeting will be held at the Company   s principal executive office
located at 10865 Road to the Cure, Suite 150, San Diego, California 92121.
The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying proxy
statement:
1.
2.
3.
4.
5.
To elect the nine (9) nominees named in this proxy statement to the Company   s board of directors to serve for a oneyear term expiring at our 2025 Annual Meeting of Stockholders;
To ratify the appointment of Rose, Snyder & Jacobs LLP as the Company   s independent registered public accounting
firm for the fiscal year ending December 31, 2024;
To approve, by non-binding advisory vote, the resolution approving named executive officer compensation;
To approve an amendment in the form set forth on Annex A to this proxy statement (the    Charter Amendment   ) to
the Company   s Certificate of Incorporation, as amended from time to time (the    Certificate of Incorporation   ) to
increase the number of authorized shares of our common stock from 50,000,000 to 100,000,000; and
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement
thereof.
The Company   s board of directors has set the Record Date (as defined below) as March 18, 2024. Only stockholders that
owned Capricor Therapeutics, Inc. common stock at the close of business on that day are entitled to notice of and may
vote at the Annual Meeting or any adjournments or postponements thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 14,
2024:
The proxy statement and the enclosed proxy card are available at
https://www.capricor.com/investors/sec-filings
Under rules issued by the Securities and Exchange Commission, we are providing access to our proxy materials both by
sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet.
You may vote your shares at the Annual Meeting only if you are present in person or if you are represented by proxy. All
stockholders are invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting in
person, please complete, date and sign the enclosed proxy and return it in the enclosed envelope as promptly as possible.
We urge you to carefully read this entire Proxy Statement, including the documents that we refer to in this Proxy Statement.
If you attend the Annual Meeting, you may withdraw the proxy and vote in person. If you have any questions regarding
the completion of the enclosed proxy or would like directions to the Annual Meeting, please call (858) 727-1755.
We hope that you will be able to participate in the Annual Meeting. Thank you for your continued support.
By Order of the Board of Directors,
CAPRICOR THERAPEUTICS, INC.
/s/ Linda Marb  n, Ph.D.
Linda Marb  n, Ph.D.
Chief Executive Officer and a Director
San Diego, California
April 1, 2024
TABLE OF CONTENTS
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
PROPOSAL 1     ELECTION OF DIRECTORS
INFORMATION REGARDING EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
PROPOSAL 2     RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
AUDIT COMMITTEE REPORT
PROPOSAL 3     ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
PROPOSAL 4     AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES
STOCK OWNERSHIP INFORMATION
OTHER INFORMATION
ANNEX A
5
10
11
23
24
31
31
33
35
36
37
39
42
43
(This page has been left blank intentionally.)
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF THE STOCKHOLDERS
TO BE HELD ON MAY 14, 2024
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why am I receiving these materials?
We have sent you these proxy materials because the board of directors (the    Board   ) of Capricor
Therapeutics, Inc. (sometimes referred to as    we   ,    us   , or the    Company   ) is soliciting your proxy to vote at the 2024
Annual Meeting of Stockholders (the    Annual Meeting   ), including at any adjournments or postponements of the Annual
Meeting. You are invited to attend the Annual Meeting in person to vote on the proposals described in this proxy statement.
We intend to mail the proxy solicitation materials, combined with the Annual Report on Form 10-K for our
fiscal year ended December 31, 2023, including financial statements, to stockholders on or about April 3, 2024.
How do I attend the Annual Meeting?
The Annual Meeting will be held on May 14, 2024, at 10:00 a.m. PDT. You may attend in person, at our principal
executive offices located at 10865 Road to the Cure, Suite 150, San Diego, California 92121. Information on how to vote
in person at the Annual Meeting is discussed below.
Attending in Person: You will need to have a government-issued photo identification along with either your
Notice and Access Card or proof of ownership of our shares of common stock as of the Record Date in order to enter the
Annual Meeting. Proof of ownership may be any of the following:
A brokerage statement or letter from a bank or broker indicating ownership on the Record Date;
A printout of the proxy distribution email (if you received your materials electronically); or
A voting instruction form received from your bank, broker or nominee.
You are also encouraged to take health and safety considerations into account in determining whether to attend
the Annual Meeting in person, and to comply with any laws, executive orders or governmental guidelines in effect in the
City of San Diego, the County of San Diego, the State of California, the United States of America, and stockholders   
jurisdictions of residence.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on March 18, 2024 (the    Record Date   ) will be entitled to
vote at the Annual Meeting. On the Record Date, there were 31,502,972 shares of our common stock outstanding and
entitled to vote. Stockholders will be entitled to one (1) vote on each matter to be voted on for each share of common stock
owned as of the close of business on the Record Date. There is no cumulative voting. No other securities are entitled to be
voted at the Annual Meeting.
Stockholder of Record: Shares Registered in Your Name
If at the close of business on the Record Date, your shares were registered directly in your name with our transfer
agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in
person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting in person, we urge
you to vote by proxy as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If at the close of business on the Record Date your shares were held, not in your name, but rather in an account
at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in    street
name    and the Notice is being forwarded to you by that organization. The organization holding your account is considered
to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to
direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the
5
 • shareholder letter icon 4/1/2024 Letter Continued (Full PDF)
 • stockholder letter icon 4/21/2023 CAPR Stockholder Letter
 • stockholder letter icon More "Biotechnology" Category Stockholder Letters
 • Benford's Law Stocks icon CAPR Benford's Law Stock Score = 88


CAPR Shareholder/Stockholder Letter Transcript:

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 14, 2024
Dear Stockholders of Capricor Therapeutics, Inc.:
You are cordially invited to attend the Annual Meeting of Stockholders (the    Annual Meeting   ) of Capricor
Therapeutics, Inc., a Delaware corporation (the    Company   ), which will be held on May 14, 2024 at 10:00 a.m. (PDT), or
any adjournment or postponement thereof. The Annual Meeting will be held at the Company   s principal executive office
located at 10865 Road to the Cure, Suite 150, San Diego, California 92121.
The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying proxy
statement:
1.
2.
3.
4.
5.
To elect the nine (9) nominees named in this proxy statement to the Company   s board of directors to serve for a oneyear term expiring at our 2025 Annual Meeting of Stockholders;
To ratify the appointment of Rose, Snyder & Jacobs LLP as the Company   s independent registered public accounting
firm for the fiscal year ending December 31, 2024;
To approve, by non-binding advisory vote, the resolution approving named executive officer compensation;
To approve an amendment in the form set forth on Annex A to this proxy statement (the    Charter Amendment   ) to
the Company   s Certificate of Incorporation, as amended from time to time (the    Certificate of Incorporation   ) to
increase the number of authorized shares of our common stock from 50,000,000 to 100,000,000; and
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement
thereof.
The Company   s board of directors has set the Record Date (as defined below) as March 18, 2024. Only stockholders that
owned Capricor Therapeutics, Inc. common stock at the close of business on that day are entitled to notice of and may
vote at the Annual Meeting or any adjournments or postponements thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 14,
2024:
The proxy statement and the enclosed proxy card are available at
https://www.capricor.com/investors/sec-filings
Under rules issued by the Securities and Exchange Commission, we are providing access to our proxy materials both by
sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet.

You may vote your shares at the Annual Meeting only if you are present in person or if you are represented by proxy. All
stockholders are invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting in
person, please complete, date and sign the enclosed proxy and return it in the enclosed envelope as promptly as possible.
We urge you to carefully read this entire Proxy Statement, including the documents that we refer to in this Proxy Statement.
If you attend the Annual Meeting, you may withdraw the proxy and vote in person. If you have any questions regarding
the completion of the enclosed proxy or would like directions to the Annual Meeting, please call (858) 727-1755.
We hope that you will be able to participate in the Annual Meeting. Thank you for your continued support.
By Order of the Board of Directors,
CAPRICOR THERAPEUTICS, INC.
/s/ Linda Marb  n, Ph.D.
Linda Marb  n, Ph.D.
Chief Executive Officer and a Director
San Diego, California
April 1, 2024

TABLE OF CONTENTS
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
PROPOSAL 1     ELECTION OF DIRECTORS
INFORMATION REGARDING EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
PROPOSAL 2     RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
AUDIT COMMITTEE REPORT
PROPOSAL 3     ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
PROPOSAL 4     AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES
STOCK OWNERSHIP INFORMATION
OTHER INFORMATION
ANNEX A
5
10
11
23
24
31
31
33
35
36
37
39
42
43

(This page has been left blank intentionally.)

PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF THE STOCKHOLDERS
TO BE HELD ON MAY 14, 2024
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why am I receiving these materials?
We have sent you these proxy materials because the board of directors (the    Board   ) of Capricor
Therapeutics, Inc. (sometimes referred to as    we   ,    us   , or the    Company   ) is soliciting your proxy to vote at the 2024
Annual Meeting of Stockholders (the    Annual Meeting   ), including at any adjournments or postponements of the Annual
Meeting. You are invited to attend the Annual Meeting in person to vote on the proposals described in this proxy statement.
We intend to mail the proxy solicitation materials, combined with the Annual Report on Form 10-K for our
fiscal year ended December 31, 2023, including financial statements, to stockholders on or about April 3, 2024.
How do I attend the Annual Meeting?
The Annual Meeting will be held on May 14, 2024, at 10:00 a.m. PDT. You may attend in person, at our principal
executive offices located at 10865 Road to the Cure, Suite 150, San Diego, California 92121. Information on how to vote
in person at the Annual Meeting is discussed below.
Attending in Person: You will need to have a government-issued photo identification along with either your
Notice and Access Card or proof of ownership of our shares of common stock as of the Record Date in order to enter the
Annual Meeting. Proof of ownership may be any of the following:
A brokerage statement or letter from a bank or broker indicating ownership on the Record Date;
A printout of the proxy distribution email (if you received your materials electronically); or
A voting instruction form received from your bank, broker or nominee.
You are also encouraged to take health and safety considerations into account in determining whether to attend
the Annual Meeting in person, and to comply with any laws, executive orders or governmental guidelines in effect in the
City of San Diego, the County of San Diego, the State of California, the United States of America, and stockholders   
jurisdictions of residence.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on March 18, 2024 (the    Record Date   ) will be entitled to
vote at the Annual Meeting. On the Record Date, there were 31,502,972 shares of our common stock outstanding and
entitled to vote. Stockholders will be entitled to one (1) vote on each matter to be voted on for each share of common stock
owned as of the close of business on the Record Date. There is no cumulative voting. No other securities are entitled to be
voted at the Annual Meeting.
Stockholder of Record: Shares Registered in Your Name
If at the close of business on the Record Date, your shares were registered directly in your name with our transfer
agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in
person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting in person, we urge
you to vote by proxy as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If at the close of business on the Record Date your shares were held, not in your name, but rather in an account
at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in    street
name    and the Notice is being forwarded to you by that organization. The organization holding your account is considered
to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to
direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the
5



shareholder letter icon 4/1/2024 Letter Continued (Full PDF)
 

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