Document

DEF 14A 1 angion-2022def14axproxysta.htm DEF 14A Document

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

(Amendment No.__)


Filed by the Registrant			x
Filed by a party other than the Registrant			o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under § 240.14a-12

ANGION BIOMEDICA CORP.

___________________________________________________________________________________________________

(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 all boxes that apply):


x			No fee required
o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

51 Charles Lindbergh Boulevard

Uniondale, New York 11553

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 9, 2022

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of ANGION BIOMEDICA CORP., (“Angion”) which will be held on Thursday, June 9, 2022, at 11:00 a.m. U.S. Eastern Time. In light of public health concerns regarding the COVID-19 pandemic, and to protect the health and safety of our stockholders and employees and facilitate stockholder participation in the Annual Meeting, this year the Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/ANGN2022. You will not be able to attend the meeting in person. The meeting will be held for the following purposes:

1.To elect the Board of Directors’ nominees, Jay R. Venkatesan, M.D. and Karen J. Wilson, to the Board of Directors to hold office until the 2025 Annual Meeting of Stockholders.

2.To ratify the selection by the Audit Committee of the Board of Directors of Moss Adams LLP as the independent registered public accounting firm of Angion for its fiscal year ending December 31, 2022.

3.To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

This year's Annual Meeting will be held virtually through a live webcast. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/ANGN2022 and entering the 16-digit control number included in your Notice of Internet Availability, voting instruction form, or in the instructions you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log in beginning at 10:45 a.m. U.S. Eastern Time, on Thursday, June 9, 2022.

The record date for the Annual Meeting is April 12, 2022. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. A list of our stockholders of record as of the close of business on the record date will be made available to stockholders during the meeting. In addition, for the ten days prior to the Annual Meeting, the list will be available for examination by any stockholder of record for a legally valid purpose at our principal executive offices at the address listed above. Stockholders may also request to view a list of stockholders of record for the ten days prior to the Annual Meeting by sending an email to investors@angion.com.


By Order of the Board of Directors

/s/ Jennifer J. Rhodes

Jennifer J. Rhodes
Secretary

Uniondale, New York
April 27, 2022


You are cordially invited to attend our Annual Meeting virtually via live webcast at www.virtualshareholdermeeting.com/ANGN2022. Whether or not you expect to attend the meeting, please vote as soon as possible. You may vote over the Internet or by a toll-free telephone number. If, however, you requested to receive paper proxy materials, then you may vote by mailing a completed, signed, and dated proxy card or voting instruction card in the envelope provided with the proxy card or voting instruction card. Please note that any stockholder attending the virtual Annual Meeting may vote online during the meeting, even if the stockholder has already returned a proxy card or voting instruction card. Please see the instructions in the attached proxy statement and on your proxy card or voting instruction card or on your Notice of Internet Availability of Proxy Materials previously received.

ANGION BIOMEDICA CORP.

51 Charles Lindbergh Boulevard

Uniondale, New York 11553

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

June 9, 2022

MEETING AGENDA

Proposals

Page

Voting Standard for Approval

Board
Recommendation

Election of Directors

Plurality of the votes of the shares present in person, by remote communication, or represented by proxy duly authorized at the meeting and entitled to vote in the election of directors. Only votes “For” will affect the outcome of the vote; “Withhold” votes will have no effect on the outcome of the vote.

For each named Director nominee

Ratification of the selection of Moss Adams LLP as Angion’s independent registered public accounting firm for fiscal December 31, 2022

Affirmative vote of the holders of a majority of the voting power of the shares present in person, by remote communication, or represented by proxy at the meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes) on this matter

For

We intend to mail the Notice on or about April 27, 2022, to all stockholders of record entitled to vote at the Annual Meeting.

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			1
PROPOSAL 1 ELECTION OF DIRECTORS			7
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			10
Independence of The Board of Directors			10
Board Leadership Structure			10
Role of the Board in Risk Oversight			11
Meetings of The Board of Directors			11
Information Regarding Committees of the Board of Directors			11
Audit Committee			11
Compensation Committee			13
Nominating and Corporate Governance Committee			14
Communications With The Board Of Directors			15
Code of Business Conduct and Ethics			15
Corporate Governance Guidelines			15
Hedging Policy			15
Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm			16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			17
Delinquent Section 16(a) Reports			18
EXECUTIVE OFFICERS OF THE COMPANY			18
EXECUTIVE COMPENSATION			19
Summary Compensation Table			20
Outstanding Equity Awards at Fiscal year end			21
Director Compensation			23
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION			25
Related Person Transactions Policy and Procedures			25
Certain Related Person Transactions			25
Indemnification			27
HOUSEHOLDING OF PROXY MATERIALS			27
OTHER MATTERS			28


Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.


Board Diversity Matrix (As of April 27, 2022)
Total Number of Directors	6
	Female	Male
Part I: Gender Identity
Directors	1	5
Part II: Demographic Background


Asian		1


White	1	4


	Year Ended December 31,
	2021		2020
Audit Fees (1)	$	408	$	979
Tax Fees (2)	22		14
Other (3)	31		35
Total Fees	$	461	$	1,028


	Beneficial Ownership as of April 1, 2022 (1)
Beneficial Owner	Number of Shares	Percent of Total
5% and Greater Stockholders:
Jay R. Venkatesan, M.D. (2)	2,790,165	9.0%
Entities associated with Vifor (International), Ltd. (3)	1,995,643	6.7%
EISA-ABC LLC (4)	1,722,237	5.7%
Itzhak D. Goldberg, M.D. (5)	1,719,610	5.7%

Named Executive Officers and Directors:
Jay R. Venkatesan, M.D. (6)	2,790,165	9.0%
Itzhak D. Goldberg, M.D. (7)	1,719,610	5.7%
Victor F. Ganzi, J.D. (8)	1,019,628	3.4%
John Neylan, M.D. (9)	225,721	*
Jennifer J. Rhodes, J.D. (10)	159,237	*
Gilbert S. Omenn, M.D., Ph.D. (11)	122,256	*
Greg Curhan (12)	115,515	*
Karen J. Wilson (13)	59,648	*
Allen R. Nissenson, M.D. (14)	40,930	*
All executive officers and directors as a group (9 persons) (15)	6,252,710	19.7%


Name and Principal Position	Year	Salary ($)	Bonus (1) ($)	Option Awards (2) ($)	Total (3) ($)
Jay R. Venkatesan, M.D., President and Chief Executive Officer and Chairman of the Board (4)	2021	587,100	—	1,952,099	2,539,199
	2020	570,000	194,800	629,598	1,394,398
Itzhak D. Goldberg, M.D., Executive Chairman and Chief Scientific Officer (5)	2021	484,018	—	763,863	1,247,881
John F. Neylan, M.D., Executive Vice President, Chief Medical Officer and Head of Research (6)	2021	468,650	—	763,863	1,232,513


		Option Awards				Stock Awards
Name	Vesting Commencement Date (1)	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares that Have Not Vested (#)	Market Value of Shares or Units of Shares that Have Not Vested ($) (2)
Jay R. Venkatesan, M.D.	5/1/2018 (3)	934,400	—	5.89	5/1/2028	—	—
	6/24/2019 (4)	—	—	—	6/24/2022	92,755	268,990
	6/18/2020 (1)	46,674	77,792	7.77	6/17/2030	—	—
	2/5/2021 (1)	37,275	141,645	16.00	2/4/2031	—	—
Itzhak Goldberg, M.D.	12/19/2018	40,600	—	6.05	1/21/2029	—	—
	6/24/2019 (4)	—	—	—	6/24/2022	92,755	268,990
	6/18/2020 (1)	23,337	38,896	7.77	6/17/2030	—	—
	2/5/2021 (1)	14,585	55,427	16.00	2/4/2031	—	—
John Neylan, M.D.	12/17/2018 (5)	116,687	—	6.43	12/18/2028	—	—
	6/18/2020 (1)	35,005	58,344	7.77	8/30/2030	—	—
	2/5/2021 (1)	14,585	55,427	16.00	12/8/2030	—	—


Name	Fees Earned or Paid in Cash ($)	Option Awards(1) ($)	Total(2) ($)
Victor Ganzi, J.D.	77,500	138,029	215,529
Allen Nissenson, M.D.	62,500	138,029	200,529
Gilbert Omenn, M.D.	60,500	138,029	198,529
Karen Wilson	65,000	138,029	203,029


Name	Convertible Note Issued(1) and Outstanding as of December 31, 2020 ( Principal Amount)	Number of Shares of Our Common Stock Issuable Upon Conversion(2)
Gilbert S. Omenn, M.D., Ph.D.(2)	$661,540	61,657
Jay R. Venkatesan, M.D.(3)(4)	$1,806,965	165,356
Victor F. Ganzi, J.D (3)(5)	$747,671	68,863
Karen Wilson (6)	$200,000	18,718
Vifor (International) Ltd. (7)	$5,000,000	433,143

SEC Form DEF 14A filed by Angion Biomedica Corp.