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28AUG200910022691
Proxy Statement for 2024 Annual Meeting
2023 Annual Report on Form 10-K
CELLDEX THERAPEUTICS, INC.
Perryville III Building
53 Frontage Road, Suite 220
Hampton, NJ 08827
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 13, 2024
To the Stockholders of
Celldex Therapeutics, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the    Annual Meeting   ) of
Celldex Therapeutics, Inc. (the    Company    or    Celldex    or    we    or    us   ) will be held on June 13, 2024
beginning at 9:00 a.m. Eastern Time. We are holding the Annual Meeting virtually via the Internet at
www.virtualshareholdermeeting.com/CLDX2024. At the Annual Meeting, stockholders will act on the
following matters to:
    elect nine directors to serve until the next Annual Meeting of Stockholders and until their respective
successors shall have been duly elected and qualified;
    ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year ending December 31, 2024;
    approve an amendment to our 2021 Omnibus Equity Incentive Plan, including an increase in the
number of the shares reserved for issuance thereunder by 3,200,000 shares to 7,500,000 shares;
    approve, on an advisory basis, the compensation of the Company   s Named Executive Officers as
disclosed in this proxy statement; and
    address any other matters that may properly come before the meeting.
Only stockholders of record at the close of business on April 16, 2024 are entitled to receive notice of
and to vote at the Annual Meeting or any postponement or adjournment thereof.
Your vote is important. Whether you plan to attend the meeting or not, you may vote your shares by
marking, signing, dating and mailing the enclosed proxy card in the envelope provided. If you attend the
meeting and prefer to vote in person, you may do so even if you have already voted your shares. You may
revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the
meeting.
By Order of the Board of Directors
Sam Martin
Chief Financial Officer and Secretary
May 1, 2024
Hampton, NJ
CELLDEX THERAPEUTICS, INC.
Perryville III Building
53 Frontage Road, Suite 220
Hampton, NJ 08827
PROXY STATEMENT
This proxy statement contains information related to the Annual Meeting of Stockholders to be held
on June 13, 2024 at 9:00 a.m. Eastern Time. We are holding the Annual Meeting virtually via the Internet.
In order to attend our Annual Meeting, you must log in to www.virtualshareholdermeeting.com/CLDX2024
using the 16-digit control number on the notice, proxy card or voting instruction form that accompanied
the proxy materials.
Our Annual Meeting could be adjourned or postponed to another date and/or time. A list of record
holders of the Company   s common stock entitled to vote at the Annual Meeting will be available for
examination by any stockholder, for any purpose germane to the Annual Meeting, at our principal offices at
Perryville III Building, 53 Frontage Road, Suite 220, Hampton, New Jersey 08827, during normal business
hours for ten days prior to the Annual Meeting.
The enclosed proxy is solicited by the Board of Directors of Celldex Therapeutics, Inc. (the    Board   ).
The proxy materials relating to the Annual Meeting are being mailed to stockholders entitled to vote at the
meeting on or about May 1, 2024.
Important Notice of Availability of Proxy Materials for the Annual Meeting of Stockholders to be held
on June 13, 2024.
Our proxy materials, including our Proxy Statement for the 2024 Annual Meeting, 2023 Annual Report
to Stockholders (which contains our Annual Report on Form 10-K) and proxy card, are available on the Internet
at www.proxyvote.com.
ABOUT THE MEETING
Why are we calling this Annual Meeting?
We are calling the Annual Meeting to seek the approval of our stockholders to:
    elect nine directors to serve until the next Annual Meeting of Stockholders and until their respective
successors shall have been duly elected and qualified;
    ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year ending December 31, 2024;
    approve an amendment to our 2021 Omnibus Equity Incentive Plan, including an increase in the
number of the shares reserved for issuance thereunder by 3,200,000 shares to 7,500,000 shares;
    approve, on an advisory basis, the compensation of the Company   s Named Executive Officers as
disclosed in this proxy statement; and
    address any other matters that may properly come before the meeting.
What are the Board   s recommendations?
Our Board of Directors recommends that you vote:
    FOR the election of each of the nine director nominees;
    FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for the year ending December 31, 2024;
    FOR the approval of an amendment to our 2021 Omnibus Equity Incentive Plan, including an
increase in the number of the shares reserved for issuance thereunder by 3,200,000 shares to 7,500,000
shares; and
1
 • shareholder letter icon 4/25/2024 Letter Continued (Full PDF)
 • stockholder letter icon 4/25/2023 CLDX Stockholder Letter
 • stockholder letter icon More "Biotechnology" Category Stockholder Letters
 • Benford's Law Stocks icon CLDX Benford's Law Stock Score = 76


CLDX Shareholder/Stockholder Letter Transcript:

28AUG200910022691
Proxy Statement for 2024 Annual Meeting
2023 Annual Report on Form 10-K


CELLDEX THERAPEUTICS, INC.
Perryville III Building
53 Frontage Road, Suite 220
Hampton, NJ 08827
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 13, 2024
To the Stockholders of
Celldex Therapeutics, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the    Annual Meeting   ) of
Celldex Therapeutics, Inc. (the    Company    or    Celldex    or    we    or    us   ) will be held on June 13, 2024
beginning at 9:00 a.m. Eastern Time. We are holding the Annual Meeting virtually via the Internet at
www.virtualshareholdermeeting.com/CLDX2024. At the Annual Meeting, stockholders will act on the
following matters to:
    elect nine directors to serve until the next Annual Meeting of Stockholders and until their respective
successors shall have been duly elected and qualified;
    ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year ending December 31, 2024;
    approve an amendment to our 2021 Omnibus Equity Incentive Plan, including an increase in the
number of the shares reserved for issuance thereunder by 3,200,000 shares to 7,500,000 shares;
    approve, on an advisory basis, the compensation of the Company   s Named Executive Officers as
disclosed in this proxy statement; and
    address any other matters that may properly come before the meeting.
Only stockholders of record at the close of business on April 16, 2024 are entitled to receive notice of
and to vote at the Annual Meeting or any postponement or adjournment thereof.
Your vote is important. Whether you plan to attend the meeting or not, you may vote your shares by
marking, signing, dating and mailing the enclosed proxy card in the envelope provided. If you attend the
meeting and prefer to vote in person, you may do so even if you have already voted your shares. You may
revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the
meeting.
By Order of the Board of Directors
Sam Martin
Chief Financial Officer and Secretary
May 1, 2024
Hampton, NJ


CELLDEX THERAPEUTICS, INC.
Perryville III Building
53 Frontage Road, Suite 220
Hampton, NJ 08827
PROXY STATEMENT
This proxy statement contains information related to the Annual Meeting of Stockholders to be held
on June 13, 2024 at 9:00 a.m. Eastern Time. We are holding the Annual Meeting virtually via the Internet.
In order to attend our Annual Meeting, you must log in to www.virtualshareholdermeeting.com/CLDX2024
using the 16-digit control number on the notice, proxy card or voting instruction form that accompanied
the proxy materials.
Our Annual Meeting could be adjourned or postponed to another date and/or time. A list of record
holders of the Company   s common stock entitled to vote at the Annual Meeting will be available for
examination by any stockholder, for any purpose germane to the Annual Meeting, at our principal offices at
Perryville III Building, 53 Frontage Road, Suite 220, Hampton, New Jersey 08827, during normal business
hours for ten days prior to the Annual Meeting.
The enclosed proxy is solicited by the Board of Directors of Celldex Therapeutics, Inc. (the    Board   ).
The proxy materials relating to the Annual Meeting are being mailed to stockholders entitled to vote at the
meeting on or about May 1, 2024.
Important Notice of Availability of Proxy Materials for the Annual Meeting of Stockholders to be held
on June 13, 2024.
Our proxy materials, including our Proxy Statement for the 2024 Annual Meeting, 2023 Annual Report
to Stockholders (which contains our Annual Report on Form 10-K) and proxy card, are available on the Internet
at www.proxyvote.com.
ABOUT THE MEETING
Why are we calling this Annual Meeting?
We are calling the Annual Meeting to seek the approval of our stockholders to:
    elect nine directors to serve until the next Annual Meeting of Stockholders and until their respective
successors shall have been duly elected and qualified;
    ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year ending December 31, 2024;
    approve an amendment to our 2021 Omnibus Equity Incentive Plan, including an increase in the
number of the shares reserved for issuance thereunder by 3,200,000 shares to 7,500,000 shares;
    approve, on an advisory basis, the compensation of the Company   s Named Executive Officers as
disclosed in this proxy statement; and
    address any other matters that may properly come before the meeting.
What are the Board   s recommendations?
Our Board of Directors recommends that you vote:
    FOR the election of each of the nine director nominees;
    FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for the year ending December 31, 2024;
    FOR the approval of an amendment to our 2021 Omnibus Equity Incentive Plan, including an
increase in the number of the shares reserved for issuance thereunder by 3,200,000 shares to 7,500,000
shares; and
1



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