VERU INC. filed this DEF 14A on 20190128Document Outline
Entire Document (808.6 KB)
Subdocument - DEF 14A - DEF 14A
Page 1 - UNITED STATES
Page 2 - VERU INC.
Page 3 - Shareholders of record at the close of business on January 15, 2019 are entitled to vote at the Annu
Page 4 - TABLE OF CONTENTS
Page 5 - N/A
Page 6 - VERU INC.
Page 7 - Shareholders Entitled to Vote
Page 8 - Nominees for Election as Directors
Page 9 - Director Qualifications
Page 10 - MICHAEL L. RANKOWITZ
Page 11 - Audit Committee
Page 12 - CORPORATE GOVERNANCE MATTERS
Page 13 - Communications between Shareholders and the Board of Directors
Page 14 - AUDIT COMMITTEE MATTERS
Page 15 - Audit Committee Financial Expert
Page 16 - K. GARY BARNETTE
Page 17 - N/A
Page 18 - SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Page 19 - EXECUTIVE COMPENSATION
Page 20 - Equity Awards
Page 21 - Employment Agreements
Page 22 - N/A
Page 23 - DIRECTOR COMPENSATION AND BENEFITS
Page 24 - Director Summary Compensation Table
Page 25 - N/A
Page 26 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Page 27 - PROPOSAL 3: APPROVAL OF INCREASE IN AUTHORIZED COMMON STOCK
Page 28 - Rights of Additional Authorized Shares
Page 29 - Required Vote and Board Recommendation
Page 30 - The Board believes that amending the 2018 Equity Incentive Plan to increase the number of shares of
Page 31 - N/A
Page 32 - N/A
Page 33 - Material U.S. Federal Income Tax Consequences
Page 34 - N/A
Page 35 - Required Vote and Board Recommendation
Page 36 - PROPOSALS FOR 2020 ANNUAL MEETING
Page 37 - N/A
Page 38 - Annex A
Page 39 - Annex B
Page 40 - VERU INC.
Page 41 - VERU INC.
Page 42 - Consultant means any consultant or advisor who is a natural person and who provides services to the
Page 43 - Incentive Stock Option means any Option intended to be designated as an incentive stock option withi
Page 44 - Restricted Stock Unit Award means an Award of Restricted Stock Unit granted to a Participant under S
Page 45 - Limitation of Liability. The Committee and the Board and each member thereof shall be entitled to, i
Page 46 - Specific Terms of Awards.
Page 47 - Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights to any Eligible Person
Page 48 - Restricted Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligibl
Page 49 - Forfeiture. Except as otherwise determined by the Committee, upon termination of a Participant s Con
Page 50 - Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law,
Page 51 - Exemptions from Section 16(b) Liability. It is the intent of the Company that the grant of any Award
Page 52 - Change of Control.
Page 53 - Outstanding Company Stock ) or (B) the combined voting power of the then outstanding voting securiti
Page 54 - General Provisions.
Page 55 - Other Adjustments. Subject to compliance with the Code, the Committee is authorized to make adjustme
Page 56 - Taxes. The Company and any Related Entity are authorized to withhold from any Award granted, any pay
Page 57 - Limitation on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder or under
Page 58 - Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal
Page 59 - THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Page 60 - Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Re