Form DEFA14A THRESHOLD PHARMACEUTICAL
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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
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material under Rule 14a-12 | |
THRESHOLD
PHARMACEUTICALS, INC.
(Name of the Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
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| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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| 4) | Proposed maximum aggregate value of transaction:
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| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| 1) | Amount Previously Paid:
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| 2) | Form, Schedule or Registration Statement No.:
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See the reverse side of this notice to obtainproxy materials and voting instructions.*** Exercise Your Right to Vote ***Important Notice Regarding the Availability of Proxy Materials for theStockholder Meeting to Be Held on <mtgdate>.You are receiving this communication because you holdshares in the above named company.This is not a ballot. You cannot use this notice to votethese shares. This communication presents only anoverview of the more complete proxy materials that areavailable to you on the Internet. You may view the proxymaterials online at www.proxyvote.com or easily request apaper copy (see reverse side).We encourage you to access and review all of the importantinformation contained in the proxy materials before voting.Meeting InformationMeeting Type: <mtgtype>For holders as of: <recdate>Date: Time: <mtgtime>Location:0000292490_1 R1.0.1.25THRESHOLD PHARMACEUTICALS, INCTHRESHOLD PHARMACEUTICALS, INC.170 Harbor Way, Suite 300South San Francisco, CA 94080Annual MeetingApril 25, 2016June 24, 2016June 24, 2016 3:00 PM PDTThreshold Pharmaceticals, Inc.170 Harbor Way, Suite 300South San Francisco, CA 94080
Please Choose One of the Following Voting MethodsVote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possessionof an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any specialrequirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the boxmarked by the arrow available and follow the instructions.Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.How To Vote Before You VoteHow to Access the Proxy MaterialsProxy Materials Available to VIEW or RECEIVE:How to View Online:Have the information that is printed in the box marked by the arrow (located on thefollowing page) and visit: www.proxyvote.com.How to Request and Receive a PAPER or E-MAIL Copy:If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge forrequesting a copy. Please choose one of the following methods to make your request:1) BY INTERNET: www.proxyvote.com2) BY TELEPHONE: 1-800-579-16393) BY E-MAIL*: [email protected]* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box markedby the arrow (located on the following page) in the subject line. 0000292490_2 R1.0.1.251. Notice and Proxy Statement 2. Annual Report on Form 10-KRequests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investmentadvisor. Please make the request as instructed above on or before June 12, 2016 to facilitate timely delivery.
Voting items0000292490_3 R1.0.1.25The Board of Directors recommends you voteFOR the following:1. Election of DirectorsNominees01 Bruce C. Cozadd 02 David R. Hoffmann 03 George G.C. Parker, PhDThe Board of Directors recommends you vote FOR proposals 2 and 3.2 To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountingfirm for the fiscal year ending December 31, 2016.3 To approve, on an advisory basis,the compensation of the Company’s Named Executive Officers as disclosed inthe proxy statement.NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.
0000292490_4 R1.0.1.25
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