You are cordially invited to attend the 2013 Annual Meeting of Stockholders of Dynavax Technologies Corporation, a Delaware corporation, or the Company. The meeting will be held on May 29, 2013, at 9:00 a.m. Pacific Time, at the Company’s executive offices at 2929 Seventh Street, Suite 100, Berkeley, California 94710 for the following purposes:
1. To elect our nominees for Class I directors to hold office until the 2016 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
2. To approve an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 250,000,000 to 350,000,000 shares.
3. To amend the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) to increase the aggregate number of shares of common stock authorized for issuance under the plan by 10,000,000.
4. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2013.
5. To conduct any other business properly brought before the meeting or any adjournment(s) thereof.
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the 2013 Annual Meeting is April 10, 2013. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
Why are we proposing to increase the authorized number of shares of common stock pursuant to Proposal 2?
We desire to have additional shares available to provide the flexibility to use our capital stock for business and financial purposes in the future. The additional shares may be used for various purposes without further stockholder approval. These purposes may include raising capital; establishing strategic relationships with other companies; expanding our business or product candidates through the acquisition of other businesses or products; providing equity incentives to employees, officers or directors; and, other purposes related to our business. The additional shares of common stock that would become available for issuance if the proposal were adopted could also be used by us to oppose a hostile takeover attempt or to delay or prevent changes in control or our management.
Why are we seeking stockholder approval of the increase in the authorized number of shares of common stock in Proposal 2?
Section 242 of the Delaware General Corporation Law requires stockholder approval of an amendment to our certificate of incorporation, which is required in order to increase the authorized number of shares of our common stock.