DEFA14A 1 tm212689d2_defa14a.htm DEFA14A

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

(Amendment No.)

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| ¨ | Definitive Proxy Statement

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CYCLACEL PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

_____________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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| Your Vote Counts! CYCLACEL PHARMACEUTICALS, INC. 2021 Annual Meeting Vote by June 14, 2021 11:59 PM ET www.virtualshareholdermeeting.com/CYCC2021 CYCLACEL PHARMACEUTICALS, INC. 200 CONNELL DRIVE SUITE 1500 BERKELEY HEIGHTS, NJ 07922 D50663-P54678 You invested in CYCLACEL PHARMACEUTICALS, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on June 15, 2021. Get informed before you vote View the Notice and Proxy Statement and Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 1, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number Virtually at: Vote Virtually at the Meeting* June 15, 2021 10:00 A.M. Eastern Time www.virtualshareholdermeeting.com/CYCC2021 *Please check the meeting materials for any special requirements for meeting attendance. V1

| Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Election of Class 3 Directors Nominees: Paul McBarron Dr. Christopher Henney Dr. Robert Spiegel Ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. Approve a proposed amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of common stock available for the grant of awards by 700,000 shares. Approve by an advisory vote the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement. NOTE: The Company will transact any other business that may properly be presented before the annual meeting or at any adjournment or postponement thereof. Board Recommends For For For For Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. D50664-P54678