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Wednesday, 06/05/2019 8:27:58 AM

Wednesday, June 05, 2019 8:27:58 AM

Post# of 21531


To Our Stockholders:

You are cordially invited to attend the 2019 annual meeting of stockholders of Neurotrope, Inc. to be held at 10:00 A.M. EST on Tuesday, July 23, 2019, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., located at 666 Third Avenue, New York, New York, 10017.

Details regarding the meeting, the business to be conducted at the meeting, and information about Neurotrope, Inc. that you should consider when you vote your shares are described in this proxy statement.
At the annual meeting, nine persons will be elected to our Board of Directors. In addition, we will ask stockholders to approve a proposed amendment to the Neurotrope, Inc. 2017 Equity Incentive Plan to increase the aggregate number of shares available for the grant of awards by 850,000 shares, to ratify the selection of Friedman LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019, and to approve the compensation of our named executive officers, as disclosed in this proxy statement. The Board of Directors recommends the approval of each of the first three proposals. Such other business will be transacted as may properly come before the annual meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to deliver our proxy materials to the majority of our shareholders over the Internet. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about June 5, 2019, we began sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2019 Annual Meeting of Shareholders and our 2019 annual report to shareholders. The Notice also provides instructions on how to vote online and includes instructions on how to receive a paper copy of the proxy materials by mail.
We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of Neurotrope, Inc. We look forward to seeing you at the annual meeting.
Sincerely,
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