62023 Proxy

DEF 14A 1 alim-20230629xdef14a.htm DEF 14A 62023 Proxy

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

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

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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 Pursuant to §240.14a-12

Alimera Sciences, Inc.

(Name of Registrant as Specified In Its Charter)

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

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Fee paid previously with preliminary materials

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Alimera Sciences, Inc.

6310 Town Square, Suite 400

Alpharetta, Georgia 30005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 1, 2023

To the Stockholders of Alimera Sciences, Inc.:

The annual meeting of stockholders (the “Annual Meeting”) of Alimera Sciences, Inc. (“Alimera” or the “Company”) will be held exclusively online via the Internet on Tuesday, August 1, 2023, at 9:30 a.m. Eastern Time. The purposes of the meeting are:

To elect three Class I directors (Proposal 1);

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal 2);

To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3);

To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers (Proposal 4);

To approve the adoption of the Alimera Sciences, Inc. 2023 Equity Incentive Plan (the “2023 Plan”) (Proposal 5);

To approve the issuance of shares of our common stock upon conversion of our Series B Convertible Preferred Stock (the “Series B Preferred”), and the issuance of shares of common stock upon exercise of certain warrants (the “Warrants”) (Proposal 6); and

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors (the “Board”) has fixed the close of business on June 8, 2023 as the record date (the “record date”) for determining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. On the record date, there were 8,805,727 shares of common stock issued and outstanding.

The Notice of Annual Meeting of Stockholders, proxy statement for the Annual Meeting (the “Proxy Statement”) and accompanying form of proxy card are first being sent to stockholders on or about June 29, 2023. We encourage you to review these proxy materials and vote your shares.

The Annual Meeting will be presented exclusively online at www.virtualshareholdermeeting.com/ALIM2023. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions to management during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ALIM2023 and entering the 16-digit control number included on your proxy card.

Our Board of Directors recommends that you vote “FOR” each director nominee, “FOR” Proposals 2, 3, 5 and 6 and “1 YEAR” for Proposal 4.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the proxy materials.

By order of the Board of Directors,

/s/ Richard S. Eiswirth, Jr.

Richard S. Eiswirth, Jr.

President and Chief Executive Officer

Alpharetta, Georgia

June 29, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 1, 2023:

The Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available at www.proxyvote.com.

ALIMERA SCIENCES, INC.

Proxy Statement

For the Annual Meeting of Stockholders

To Be Held on August 1, 2023



TABLE OF CONTENTS
	Page
INTRODUCTION	4
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	5
PROPOSAL 1: ELECTION OF DIRECTORS	11
Nominees for Election as Class I Directors at the Annual Meeting	11
Required Vote and Recommendation of the Board for Proposal 1	12
Continuing Directors Not Standing for Election	13
CORPORATE GOVERNANCE	14
Independent Directors	14
Board Committees	15
Board Diversity	17
Board Meetings and Attendance	17
Director Attendance at Annual Meetings of Stockholders	17
Separation of CEO and Chairman Roles	17
Compensation Committee Interlocks and Insider Participation	18
Risk Oversight	18
Code of Business Conduct	18
Limitation of Liability and Indemnification	18
Communications to the Board	19
Director Compensation	19
Director Compensation Table for Year Ended December 31, 2022	19
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	21
Independent Registered Public Accounting Firm’s Fees	21
Pre-Approval Policies and Procedures of the Audit Committee	21
AUDIT COMMITTEE REPORT	22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	23
Security Ownership of Certain Beneficial Owners, Directors and Named Executive Officers Table	23
CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS	25
EXECUTIVE OFFICERS	27
EXECUTIVE COMPENSATION	28
2022 Summary Compensation Table	29
Outstanding Equity Awards as of December 31, 2022 Table	29
PAY VERSUS PERFORMANCE	29
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION	29
PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION	29
PROPOSAL 5: APPROVAL OF THE ADOPTION OF THE ALIMERA SCIENCES, INC. 2023 PLAN	29
PROPOSAL 6: THE PREFERRED STOCK CONVERSION AND WARRANT EXERCISE PROPOSAL	29
OTHER MATTERS	29
CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING	29
APPENDIX A	54

ALIMERA SCIENCES, INC.

6310 Town Square, Suite 400

Alpharetta, Georgia 30005

(678) 990-5740

PROXY STATEMENT FOR THE

2023 ANNUAL MEETING OF STOCKHOLDERS

INTRODUCTION

2023 Annual Meeting of Stockholders

This Proxy Statement and associated proxy card are furnished in connection with the solicitation of proxies to be voted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Alimera Sciences, Inc. (“we,” “us,” the “Company” or “Alimera”), which will be held on Tuesday, August 1, 2023, at 9:30 a.m. Eastern Time virtually via the Internet at www.virtualshareholdermeeting.com/ALIM2023. You will need to enter the 16-digit control number included on your proxy card to enter the Annual Meeting via the online web portal.

By visiting this website, you may attend the Annual Meeting virtually online, vote your shares electronically and submit your questions to management during the Annual Meeting.

Proposals to be Voted on at the Annual Meeting

The following matters are scheduled to be voted on at the Annual Meeting:

Proposal 1: To elect three Class I directors nominated by our Board of Directors (“Board”) and named in this Proxy Statement to serve a term of three years until our 2026 annual meeting of stockholders;

Proposal 2: To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023;

Proposal 3: To approve, on an advisory basis, the compensation of our named executive officers;

Proposal 4: To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers;

Proposal 5: To approve the adoption of the Alimera Sciences, Inc. 2023 Equity Incentive Plan (the “2023 Plan”); and

Proposal 6: To approve the issuance of shares of our common stock upon conversion of our Series B Convertible Preferred Stock (the “Series B Preferred”) and the issuance of shares of common stock upon exercise of certain warrants (the “Warrants”).

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

No cumulative voting rights are authorized, and appraisal or dissenters’ rights are not applicable to these matters.

Our “named executive officers” in this Proxy Statement, as determined under applicable SEC rules for smaller reporting companies like Alimera, are:

Richard S. Eiswirth, Jr., our President and Chief Executive Officer;

David Holland, our Chief Marketing Officer, Senior Vice President Corporate Communications and Managed Markets; and

Philip Ashman, Ph.D., our Chief Operating Officer and Senior Vice President Commercial Operations Europe.

If you have any questions, require any assistance with voting your shares or need additional copies of this Proxy Statement or voting materials, please contact:

Investor Relations

Alimera Sciences, Inc.

6310 Town Square, Suite 400

Alpharetta, Georgia 30005

(678) 990-5740

ir@alimerasciences.com

CORE IR

(516) 222-2560

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving these proxy materials?

You received these proxy materials because you owned shares of Alimera common stock as of June 8, 2023, the record date for the Annual Meeting, and our Board is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement describes matters on which we would like you to vote at the Annual Meeting. It also gives you information on these matters so that you can make an informed decision.

Will I receive any other proxy materials?

Rules adopted by the Securities and Exchange Commission (the “SEC”) allow companies to send stockholders a notice of internet availability of proxy materials, rather than mail them full sets of proxy materials. This year, we chose to mail full packages of proxy materials to our stockholders. However, we have taken advantage of the internet distribution option in the past and may do so again in the future. If, in the future, we choose to send such notices, they would contain instructions on how stockholders can access our notice of annual meeting and proxy statement online. They would also contain instructions on how stockholders could request to receive their materials electronically or in printed form on a one-time or ongoing basis.

How do I attend the Annual Meeting online?

We will host the Annual Meeting exclusively live online. Any stockholder can attend the Annual Meeting live online and submit questions during the meeting at www.virtualshareholdermeeting.com/ALIM2023. To enter the Annual Meeting, you will need the 16-digit control number included on your proxy card. Instructions on how to attend and participate online, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ALIM2023. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:15 a.m., Eastern Time, and you should allow ample time for the check-in procedures.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of our common stock at the close of business on the record date will be entitled to vote at the Annual Meeting. On the record date, 8,805,727 shares of our common stock were outstanding. Our Series B Preferred, of which 78,617 shares were outstanding on the record date, are currently non-voting and non-convertible. Only outstanding shares of our common stock are entitled to vote at the Annual Meeting on the matters described in this Proxy Statement.

In accordance with Delaware law, a list of stockholders entitled to vote at the Annual Meeting will be accessible for 10 days before the meeting at our principal place of business, 6310 Town Square, Suite 400, Alpharetta, Georgia 30005, between the hours of 9:00 a.m. and 5:00 p.m. local time. In addition, during the Annual Meeting that list of stockholders will be available for examination at www.virtualshareholdermeeting.com/ALIM2023.

How do I vote my shares without attending the Annual Meeting?

If on the record date your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company LLC, then you are a stockholder of record. Stockholders of record may vote by using the Internet, by telephone or, if you received a proxy card by mail, by mail as described below. Stockholders of record also may attend the Annual Meeting virtually and vote during the Annual Meeting.

You may vote by using the Internet. The address of the website for Internet voting is www.proxyvote.com. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on July 31, 2023, the day before the Annual Meeting. Easy-to-follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded.

You may vote by telephone. The toll-free telephone number is noted on your proxy card. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on July 31, 2023. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

You may vote by mail. Simply mark your proxy card, date and sign it, and return it in the postage-paid envelope. Your proxy card must be received by the close of business on July 31, 2023.

When you vote by any of the above methods, you appoint Russell L. Skibsted, our Chief Financial Officer, and Christopher S. Visick, our Vice President, General Counsel and Secretary, as your representatives (or proxyholders) at the Annual Meeting. By doing so, you ensure that your shares will be voted whether or not you attend the Annual Meeting. The proxyholders will vote your shares at the Annual Meeting as you have instructed them.

In addition, the proxyholders, in their discretion, are further authorized to vote (a) for the election of a person to the Board if a nominee named in this Proxy Statement becomes unable to serve or for good cause will not serve, (b) on any matter that the Board did not know would be presented at the Annual Meeting by a reasonable time before the proxy solicitation was made and (c) on other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof.

If you hold shares through a bank or broker (i.e., in “street name”), please refer to your proxy card, or other information forwarded by your bank or broker to see which voting options are available to you.

The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend. However, if you desire to vote at the Annual Meeting and hold your shares in “street name,” you must obtain a proxy, executed in your favor, from the holder of record to be able to vote virtually at the Annual Meeting.

How do I vote at the Annual Meeting?

We will be hosting the Annual Meeting live via webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/ALIM2023. If you were a stockholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ALIM2023.

Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/ALIM2023 on the day of the Annual Meeting.

Webcast starts at 9:30 a.m., Eastern Time on August 1, 2023.

You will need your 16-digit control number to enter the Annual Meeting.

Stockholders may submit questions while attending the Annual Meeting via the Internet.

Webcast replay of the Annual Meeting will be available until July 31, 2024.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the stockholder of record of your shares, you may revoke your proxy in any one of three ways:

You may submit a subsequent proxy by using the Internet, by telephone or by mail with a later date;

You may deliver a written notice that you are revoking your proxy to the Secretary of Alimera at 6310 Town Square, Suite 400, Alpharetta, Georgia 30005; or

You may attend the Annual Meeting virtually and vote your shares at the Annual Meeting. Simply attending the Annual Meeting without affirmatively voting will not, by itself, revoke your proxy.

If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and follow their instructions for changing your vote.

Will there be a question-and-answer session during the Annual Meeting?

As part of the Annual Meeting, we will hold a live Question and Answer (“Q&A”) session, during which we intend to answer questions submitted online during or prior to the meeting that are pertinent to the Company and the meeting matters, as time permits. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How do I attend the Annual Meeting online?” will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

irrelevant to the business of the Company or to the business of the Annual Meeting;

related to material non-public information of the Company, including the status or results of our business since our most recent Quarterly Report on Form 10-Q;

related to any pending, threatened or ongoing litigation;

related to personal grievances;

derogatory references to individuals or that are otherwise in bad taste;

substantially repetitious of questions already made by another stockholder;

in furtherance of the stockholder’s personal or business interests; or

out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the chair of the Annual Meeting or Secretary in their reasonable judgment.

Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please contact technical support as directed on the virtual meeting website.

How many votes do you need to hold the Annual Meeting?

Under our amended and restated bylaws, a quorum will be present if the holders of a majority of the voting power of the outstanding shares of the Company entitled to vote generally in the election of directors is represented in person or by proxy at the Annual Meeting. On the record date, there were 8,805,727 shares of common stock outstanding and entitled to vote. Therefore, for us to have a quorum, shares entitled to 4,402,864 votes must be represented by stockholders present at the Annual Meeting or represented by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the Annual Meeting virtually and vote at that time. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present for the transaction of business. If a quorum is not present, the stockholders entitled to vote at the meeting, present or represented, will have the power to adjourn the meeting from time to time until a quorum shall be present or represented.

What matters will be voted on at the Annual Meeting?

The following matters are scheduled to be voted on at the Annual Meeting:

Proposal 1: To elect three Class I directors nominated by our Board and named in this Proxy Statement to serve a term of three years until our 2026 annual meeting of stockholders;

Proposal 2: To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023;

Proposal 3: To approve, on an advisory basis, the compensation of our named executive officers;

Proposal 4: To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers;

Proposal 5: To approve the adoption of the Alimera Sciences, Inc. 2023 Plan; and

Proposal 6: To approve the issuance of shares of our common stock upon conversion of the Series B Preferred and the issuance of shares of common stock upon exercise of the Warrants.

No cumulative voting rights are authorized, and appraisal or dissenters’ rights are not applicable to these matters.

What will happen if I do not vote my shares?

Stockholder of Record: Shares Registered in Your Name. If you are the stockholder of record of your shares and you do not vote by proxy card, by telephone, via the Internet or virtually at the Annual Meeting, your shares will not be voted at the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of Broker or Bank. Brokers, banks or other nominees who hold shares of our common stock for a beneficial owner in “street name” have the discretion to vote on “routine” proposals when they have not received voting instructions from the beneficial owner at least 10 days prior to the Annual Meeting. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Under the rules that govern brokers that are voting shares held in street name, brokers have the discretion to vote those shares on routine matters but not on non-routine matters. Proposal 2 is the only routine matter in this Proxy Statement. Therefore, your broker has the discretion to vote your shares on Proposal 2 but does not have discretion to vote your shares on Proposals 1, 3, 4, 5 or 6.

We encourage you to provide instructions to your bank or brokerage firm by voting your proxy. This action ensures your shares will be voted at the Annual Meeting in accordance with your wishes.

How may I vote for each proposal and what is the vote required for each proposal?

Proposal 1: Election of Class I directors.

With respect to Proposal 1, you may:

vote FOR the election of the three nominees for director;

WITHHOLD your vote for the three nominees for director; or

vote FOR the election of the three nominees for director except for one or more particular nominees.

Directors are elected by a plurality of the votes cast at the Annual Meeting, meaning the nominees who are properly nominated in accordance with our amended and restated bylaws and receive the three highest FOR votes will be elected.

Only votes cast FOR a nominee will be counted. An instruction to WITHHOLD authority to vote for a nominee will result in the nominee receiving fewer votes but will not count as a vote against the nominee. Abstentions and broker non-votes will have no effect on the outcome of the election of directors.

You may vote FOR or AGAINST or ABSTAIN from voting on each of Proposal 2, Proposal 3, Proposal 5 and Proposal 6. For each proposal to be approved, we must receive a FOR vote from the holders of a majority of all those outstanding shares that (a) are present or represented by proxy at the Annual Meeting, and (b) are cast either affirmatively or negatively on the proposal.

You may vote “1 YEAR,” “2 YEARS,” “3 YEARS,” or ABSTAIN from voting on Proposal 4.

Abstentions and broker non-votes (if any) will not be counted FOR or AGAINST Proposal 2, Proposal 3, Proposal 4, Proposal 5 and Proposal 6 and will have no effect on any of these proposals.

How does the Board recommend that I vote?

The Board recommends that you vote:

· “FOR” each director nominee

· “FOR” Proposals 2, 3, 5 and 6

· “1 YEAR” for Proposal 4

What happens if I sign and return my proxy card but do not provide voting instructions?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted:

SEC Form DEF 14A filed by Alimera Sciences Inc.