NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
To be held on June 16, 2020
You are cordially invited to attend the 2020 annual meeting of stockholders (the “Annual Meeting”) of Solid Biosciences Inc. (the “Company”), which will be held on June 16, 2020 at 8:00 a.m., Eastern Time, by a virtual-only format, solely by means of remote communication, to consider and vote upon the following proposals:
The election of three Class II Directors, Matthew Arnold, Adam Stone and Lynne Sullivan (the “Director Nominees”), to our Board of Directors (the “Board”), each to serve until the 2023 annual meeting of stockholders and until the election and qualification of his or her successor (the “Director Proposal”);
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 (the “Auditor Proposal”);
The approval of the Solid Biosciences Inc. 2020 Equity Incentive Plan (the “Plan Proposal”); and
The transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
The location of the Annual Meeting has been changed from its originally scheduled location. The Annual Meeting will be conducted in a virtual-only format, solely by means of remote communication, instead of an in-person meeting. Stockholders will not be able to attend the Annual Meeting in person and will be able to attend the Annual Meeting only via the webcast.
The change in the location of the Annual Meeting is due to the public health impact of the novel coronavirus (COVID-19) outbreak and the governmental restrictions limiting the number of people who may gather together.
We have designed the format of the Annual Meeting to provide stockholders the same rights and opportunities to participate as they would at an in-person meeting.
Our Board has fixed the close of business on April 20, 2020 as the record date for the purpose of determining the stockholders who are entitled to receive notice of, and to vote at, the Annual Meeting. Stockholders of record at the close of business on the record date can attend the Annual Meeting, including to vote their shares and ask questions, by accessing www.virtualshareholdermeeting.com/sldb2020 shortly prior to the scheduled start of the meeting and entering the 16-digit control number on the proxy card, voting instruction form or notice of availability of proxy materials previously furnished.
The rules and procedures applicable to the Annual Meeting, together with a list of stockholders of record for inspection for any legally valid purpose, will be available for the participating stockholders of record at www.virtualshareholdermeeting.com/sldb2020.
We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. On or about April 28, 2020, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials and our 2019 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The Notice contains instructions on how to access those documents and to cast your vote via the Internet or by telephone. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2019 Annual Report to Stockholders. All stockholders who do not receive a Notice will receive a paper copy of the proxy materials and the 2019 Annual Report to Stockholders by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.