<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CORIXA CORPORATION
- --------------------------------------------------------------------------------
(Name of 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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(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):
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
March 25, 1999
Dear Stockholder:
On behalf of Corixa Corporation, I cordially invite you to attend our
Annual Meeting of Stockholders to be held on Wednesday, May 5, 1999, at 1:00
p.m., in the Cedar Room at Corixa Corporation, 1124 Columbia Street, Seattle,
Washington.
This year you are asked to elect five directors to the Company's Board of
Directors and to ratify the appointment of Ernst & Young LLP as the Company's
independent public auditors for fiscal year 1999. Additional details regarding
these issues are provided in the attached Notice of Annual Meeting of
Stockholders and Proxy Statement.
It is important that your shares are represented, whether or not you plan
to attend the meeting. Please sign, date and promptly return the enclosed proxy
card in the enclosed postage-paid envelope to insure that your vote is counted.
If you attend the meeting, you will, of course, have the right to vote your
shares in person.
We look forward to seeing you at the meeting.
Sincerely,
STEVEN GILLIS
Steven Gillis, Ph.D.
Chief Executive Officer
<PAGE> 3
CORIXA CORPORATION
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 5, 1999
The Annual Meeting of Stockholders (the "Annual Meeting") of Corixa
Corporation, a Delaware corporation (the "Company"), will be held in the Cedar
Room at Corixa Corporation which is located at 1124 Columbia Street in downtown
Seattle, Washington on Wednesday, May 5, 1999, at 1:00 p.m. local time, for the
following purposes:
1. To elect five (5) directors of the Company to serve until the next
Annual Meeting of Stockholders or until their respective successors are
elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999.
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
The foregoing items of business, including the nominees for directors, are
more fully described in the Proxy Statement, which is attached and made a part
of this Notice.
The Board of Directors has fixed the close of business on March 10, 1999 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you expect to attend the Annual Meeting in
person, you are urged to mark, date, sign and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope provided to ensure your
representation and the presence of a quorum at the Annual Meeting. If you send
in your proxy card and then decide to attend the Annual Meeting to vote your
shares in person, you may still do so. Your proxy is revocable in accordance
with the procedures set forth in the Proxy Statement.
By Order of the Board of Directors,
Kathleen N. McKereghan
Secretary
Seattle, Washington
March 25, 1999
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF
RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
THANK YOU FOR ACTING PROMPTLY.
<PAGE> 4
CORIXA CORPORATION
1124 COLUMBIA STREET, SUITE 200
SEATTLE, WASHINGTON 98104
------------------------
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Corixa Corporation, a Delaware
corporation (the "Company"), of proxies in the enclosed form for use in voting
at the Annual Meeting of Stockholders (the "Annual Meeting") to be held in the
Cedar Room at Corixa Corporation which is located at 1124 Columbia Street in
downtown Seattle, Washington on Wednesday, May 5, 1999, at 1:00 p.m. local time,
and any adjournment or postponement thereof.
This Proxy Statement, the enclosed proxy card and the Company's Annual
Report to Stockholders for the year ended December 31, 1998, including financial
statements, were first mailed to stockholders entitled to vote at the meeting on
or about March 25, 1999.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company (Attention:
Michelle Burris) a written notice of revocation or a duly executed proxy bearing
a later date, or by attending the Annual Meeting and voting in person.
RECORD DATE; VOTING SECURITIES
The close of business on March 10, 1999 has been fixed as the record date
(the "Record Date") for determining the holders of shares of Common Stock of the
Company entitled to notice of and to vote at the Annual Meeting. At the close of
business on the Record Date, the Company had approximately 14,664,575 shares of
Common Stock outstanding and held by approximately 481 stockholders of record.
VOTING AND SOLICITATION
Each outstanding share of Common Stock on the Record Date is entitled to
one vote on all matters. Shares of Common Stock may not be voted cumulatively.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Elections (the "Inspector") with the assistance of the
Company's transfer agent. The Inspector will also determine whether or not a
quorum is present. The nominees for election as directors at the Annual Meeting
will be elected by a plurality of the votes of the shares of Common Stock
present in person or represented by proxy at the meeting. All other matters
submitted to the stockholders will require the affirmative vote of a majority of
shares present in person or represented by proxy at a duly held meeting at which
a quorum is present as required under Delaware law for approval of proposals
presented to stockholders. In general, Delaware law also provides that a quorum
consists of a majority of the shares entitled to vote and present in person or
represented by proxy. The Inspector will treat abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum and as negative votes for purposes of determining the approval of any
matter submitted to the stockholders for a vote. Any proxy which is returned
using the form of proxy enclosed and which is not marked as to a particular item
will be voted FOR the election of directors and FOR the ratification of the
appointment of the designated independent auditors, and as the proxy holders
deem advisable on other matters that may come before the meeting, as the case
may be with respect to the item not marked. If a broker indicates on the
enclosed proxy or its substitute that it does not have discretionary authority
as to certain shares to vote on a particular matter ("broker non-votes"), those
shares will not be considered as present with respect to that matter. The
Company believes that the tabulation
<PAGE> 5
procedures to be followed by the Inspector are consistent with the general
statutory requirements in Delaware concerning voting of shares and determination
of a quorum.
The solicitation of proxies will be conducted by mail and the Company will
bear all attendant costs. These costs will include the expense of preparing and
mailing proxy solicitation materials for the Annual Meeting and reimbursements
paid to brokerage firms and others for their expenses incurred in forwarding
solicitation materials regarding the Annual Meeting to beneficial owners of the
Company's Common Stock. The Company may conduct further solicitation personally,
telephonically or by facsimile through its officers, directors and employees,
none of whom will receive additional compensation for assisting with the
solicitation. The Company has retained W.F. Doring and Company to solicit
proxies from individuals, brokers, bank nominees and other institutional
holders. W.F. Doring and Company will be paid fees of approximately $3,000, and
will be reimbursed for their reasonable expenses in connection with this
solicitation.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
At the Annual Meeting, the stockholders will elect five (5) directors to
serve until the next Annual Meeting or until their respective successors are
elected and qualified, or until their death, resignation or removal. The Board
of Directors will vote all proxies received by them IN FAVOR of the five (5)
nominees listed below unless otherwise instructed in writing on such proxy. In
the event any nominee is unable or declines to serve as a director at the time
of the Annual Meeting, the proxies may be voted for a substitute nominee who
will be designated by the current Board of Directors to fill such vacancy or for
the balance of the nominees without nomination of a substitute, or the size of
the Board may be reduced in accordance with the Bylaws of the Company. As of the
date of this Proxy Statement, the Board of Directors is not aware of any nominee
who is unable or will decline to serve as a director.
Assuming a quorum is present, the five (5) nominees receiving the highest
number of affirmative votes of shares entitled to be voted for them will be
elected as directors of the Company for the ensuing year. Unless marked
otherwise, proxies received will be voted FOR the election of each of the five
(5) nominees named below. The Board of Directors will consider nominations for
directors from stockholders submitted by stockholders in accordance with Section
2.5 of the Company's bylaws. In the event that additional persons are nominated
for election as directors, the proxy holders intend to vote all proxies received
by them in such a manner as will ensure the election of as many of the nominees
listed below as possible, and, in such event, the specific nominees to be voted
for will be determined by the proxy holders.
INFORMATION WITH RESPECT TO NOMINEES
Set forth below is information regarding the nominees, including
information furnished by them as to their principal occupation at present and
for the last five years, certain other directorships held by them, the year in
which each became a director of the Company and their ages as of December 31,
1998:
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
--------------- --- -------------------- --------------
<S> <C> <C> <C>
Steven Gillis, Ph.D. 45 Chairman of the Board of Directors 1994
and Chief Executive Officer
Mark McDade 43 President, Chief Operating Officer 1994
and Director
Joseph S. Lacob(2) 42 Director 1994
Arnold L. Oronsky, Ph.D.(1)(2) 58 Director 1994
Andrew E. Senyei, M.D.(1)(2) 48 Director 1994
</TABLE>
- ---------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
2
<PAGE> 6
Steven Gillis, Ph.D. has served as Chairman of the Board of Corixa since
January 1999 and Chief Executive Officer and director of Corixa since 1994. From
1994 to 1998, Dr. Gillis served as President of Corixa. Dr. Gillis was a founder
of Immunex Corporation ("Immunex"), a biotechnology company. From 1981 to 1994,
Dr. Gillis served as Executive Vice President and Director of Research and
Development of Immunex, and from 1993 to 1994, served as Acting Chief Executive
Officer and Chairman of the Board of Immunex. From 1990 to 1994, Dr. Gillis also
served as President and Chief Executive Officer of Immunex Research and
Development Corporation, a wholly-owned subsidiary of Immunex, and Chief
Scientific Officer of Immunex. In addition, Dr. Gillis is a director of both
Micrologix Biotech, Inc. and Genesis Research and Development Corporation
Limited. Dr. Gillis serves on the Scientific Advisory Board of Medarex
Corporation. Dr. Gillis graduated from Williams College with a B.A. in Biology
and English in 1975 and received his Ph.D. in Biological Sciences from Dartmouth
College in 1978.
Mark McDade has served as President of Corixa since January 1999 and Chief
Operating Officer and director since 1994. From 1994 to 1998, Mr. McDade served
as an Executive Vice President of Corixa. From 1993 to 1994, Mr. McDade served
as Chief Operating Officer of Boehringer Mannheim Therapeutics, a pharmaceutical
company, heading its worldwide pharmaceutical operations. From 1991 to 1992, Mr.
McDade was an independent consultant providing business development and
strategic consulting to a number of biopharmaceutical and pharmaceutical
companies. From 1983 to 1991, Mr. McDade held various positions with Sandoz,
Ltd., a pharmaceutical company. Mr. McDade graduated from Dartmouth College with
a B.A. in History in 1977 and received his M.B.A. from Harvard University in
1984.
Joseph S. Lacob has served as a director of Corixa since 1994. From 1994 to
1998, Mr. Lacob served as Chairman of the Board of Corixa. Mr. Lacob has been a
partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since May
1987. Mr. Lacob serves on the Board of Directors of Heartport, Inc., IsoStent
Inc., Pharmacyclics, Inc., Sportsline USA and CellPro, Inc., as well as several
other privately held companies. Mr. Lacob graduated from the University of
California, Irvine in 1978 with a B.S. in Biological Sciences and received his
M.P.H. from the University of California, Los Angeles in 1979. Mr. Lacob also
received his M.B.A. from the Stanford Graduate School of Business in 1983.
Arnold L. Oronsky, Ph.D. has served as a director of Corixa since 1994. He
is currently Chairman of the Board of Directors of Coulter Pharmaceuticals Inc.
("Coulter"), a biopharmaceutical company and a director of Signal Pharmaceutical
Inc. From 1995 to 1996, Dr. Oronsky served as President and Chief Executive
Officer of Coulter. From 1994 to the present, Dr. Oronsky has been a general
partner at InterWest Partners, a venture capital firm. From 1984 to 1994, Dr.
Oronsky served as Vice President for Discovery Research at Lederle Laboratories,
a pharmaceutical division of American Cyanamid, Inc., where he was responsible
for the research of new drugs. Since 1988, Dr. Oronsky has served as a senior
lecturer in the Department of Medicine at Johns Hopkins Medical School. Dr.
Oronsky graduated from University College, New York University with a B.A. in
History in 1962 and received his Ph.D. in Biochemistry from Columbia University
in 1968.
Andrew E. Senyei, M.D. has served as a director of Corixa since 1994. Dr.
Senyei has served as managing partner of Enterprise Partners, a venture capital
firm, since 1999 and a general partner of Enterprise Partners since 1988. Dr.
Senyei was a founder of Molecular Biosystems, Inc. and serves on the board of
directors of several private technology companies. Prior to joining Enterprise
Partners, Dr. Senyei was a practicing clinician and Adjunct Associate Professor
of Obstetrics, Gynecology and Pediatrics at the University of California,
Irvine. Dr. Senyei graduated from Occidental College with a B.A. in Biology in
1972 and received his M.D. from Northwestern University in 1979.
BOARD OF DIRECTORS COMMITTEES, COMPENSATION OF DIRECTORS AND OTHER INFORMATION
All directors hold office until the next annual meeting of stockholders of
the Company or until their successors have been elected and qualified. The
officers of the Company are appointed annually and serve at the discretion of
the Corixa Board.
3
<PAGE> 7
The Board of Directors held a total of four (4) regular meetings during the
year ended December 31, 1998, as well as a special meeting in connection with
the acquisition of GenQuest, Inc. and a special meeting in connection with the
acquisition of Anergen, Inc. The Company has an Audit Committee and a
Compensation Committee of the Board of Directors (see below). Each incumbent
director attended at least 75% of the aggregate number of meetings of the Board
of Directors and meetings of the committees of the Board on which he serves.
There are no family relationships among any of the directors or executive
officers of the Company.
The Compensation Committee consisted of Mr. Lacob and Dr. Senyei, two of
the Company's non-employee directors, and acted one time by written consent in
January 1998. Its functions are to review and approve the compensation and
benefits for the Company's executive officers, administer the Company's stock
purchase and stock option plans and make recommendations to the Board of
Directors regarding such matters. In February 1998, Dr. Oronsky, a non-employee
director, was appointed to the Compensation Committee.
The Audit Committee consists of Dr. Oronsky and Dr. Senyei, two of the
Company's non-employee directors, and met once during the year ended December
31, 1998. Its functions are to review the scope and results of financial audits
and other services performed by the Company's independent accountants and to
make recommendations to the Board of Directors regarding such matters.
Non-employee directors currently receive no cash fees for services provided
in that capacity. The Company has adopted the 1997 Directors' Stock Option Plan
(the "Directors' Plan") under which current and future non-employee directors
are and will be eligible to receive stock options in consideration of their
services. The Directors' Plan provides that each person who first becomes a
non-employee director of the Company after the date of the Company's initial
public offering shall be granted a non-statutory stock option to purchase 15,000
shares of Common Stock (the "First Option") on the date on which the optionee
first becomes a non-employee director of the Company. The First Option was
granted to individuals serving as non-employee directors as of the date of the
Company's initial public offering. Thereafter, on the first day of each fiscal
year of the Company on and after 1997, each non-employee director shall be
granted an option to purchase 5,000 shares of Common Stock (a "Subsequent
Option") provided that, on such date, he or she shall have served on the
Company's Board of Directors for at least six (6) months prior to such first day
of such fiscal year. The Directors' Plan provides that the First Option shall
become exercisable in installments cumulatively as to 1/36 of the total number
of shares subject to the First Option each month, commencing on the date of
grant of the First Option; each Subsequent Option shall become exercisable in
installments cumulatively as to 1/12 of the total number of shares subject to
the Subsequent Option each month, commencing on the date of grant of the
Subsequent Option. The exercise price of all stock options granted under the
Directors' Plan shall be equal to the fair market value of a share of the
Company's Common Stock on the date of grant of the option.
REQUIRED VOTE
The five (5) nominees receiving the highest number of affirmative votes of
the Company's Common Stock present at the Annual Meeting in person or by proxy
and entitled to vote shall be elected as directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Infectious Disease Research Institute
In September 1994, the Company entered into a research services and
intellectual property agreement with Infectious Disease Research Institute, a
not-for-profit, grant-funded private research institute ("IDRI"). Under this
agreement, as amended and restated effective January 1997, the Company has
agreed to provide IDRI with research funding and certain administrative and
facilities support, including use of the Company's research laboratory space.
IDRI pays a services fee for the administrative and facilities support provided
by the Company. The Company's funded research performed by IDRI is in the area
of infectious disease. Under the agreement, IDRI is obligated to disclose to the
Company all significant developments relating to information or inventions
discovered at IDRI, and the Company will own, on a royalty-free basis, all of
IDRI's
4
<PAGE> 8
interest in inventions and patent rights arising out of IDRI's research during
the term of the agreement (other than inventions and patent rights arising out
of research that is or in the future may be funded by certain governmental or
not-for-profit organizations). With respect to such rights arising out of
research funded by governmental and not-for-profit organizations, the Company
has been granted a royalty-bearing, worldwide, perpetual license, exclusive
except as to rights held by such governmental or not-for-profit organizations.
IDRI is independent of the Company, and the Company does not have the right
to control or direct IDRI's activities. A majority of the members of IDRI's
board of directors are not affiliated with the Company. However, the Company's
Chief Scientific Officer is a co-founder of IDRI and was a member of the board
of directors of IDRI until March 1999. The Company's Chief Operating Officer was
also a member of the board of directors of IDRI until February 1999 and the
Company's Vice President and Chief Financial Officer was treasurer of IDRI until
February 1999.
The research services and intellectual property agreement terminates on
December 31, 1999, subject to renewal for one or more three year terms at the
option of the Company. If IDRI terminates the agreement as a result of the
Company's failure to make required payments, the Company would be obligated to
pay royalties on any product sales.
Genesis Research and Development Corporation Limited
Effective January 1, 1998, Corixa entered into a series of agreements with
Genesis Research and Development Corporation Limited, a corporation organized
and existing pursuant to the laws of New Zealand ("Genesis") related to the
development and commercialization of Genesis' M. vaccae-related technology in
the fields of vaccine adjuvants and certain autoimmune disease
immunotherapeutics. Under the agreements, Genesis granted Corixa a worldwide
exclusive license to use Genesis' M. vaccae adjuvant technology in Corixa's
proprietary vaccines, subject to Corixa's payment to Genesis of a percentage of
revenues received by Corixa related to such products. In addition, Corixa and
Genesis agreed to collaborate in the development and commercialization of an M.
vaccae-derived product for the treatment of psoriasis. Dr. Gillis, Chairman of
the Board of Corixa and Chief Executive Officer, is a member of the Board of
Directors of Genesis.
ImmGenics Pharmaceuticals, Inc.
On November 5, 1998, Corixa entered into a collaborative agreement with
ImmGenics Pharmaceuticals, Inc. ("ImmGenics") to utilize ImmGenics' proprietary
antibody method technology. In addition, Corixa invested $1.75 million in
exchange for ImmGenics preferred stock. In connection with the ImmGenics
investment, Corixa was granted a seat on ImmGenics' Board of Directors, which
seat is held by Michelle Burris, Corixa's Vice President and Chief Financial
Officer.
Recommendation of the Board:
The Board of Directors recommends a vote IN FAVOR OF all nominees named
above.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Ernst & Young LLP has served as the Company's independent auditors for the
year ended December 31, 1998. The Board of Directors has selected that firm to
continue in this capacity for the current fiscal year. The Company is asking the
stockholders to ratify the selection by the Board of Ernst & Young LLP, as
independent auditors, to audit the accounts and records of the Company for the
year ending December 31, 1999, and to perform other appropriate services.
A representative of Ernst & Young, LLP is expected to be present at the
Annual Meeting to respond to stockholders' questions, and if he or she so
desires, will be given an opportunity to make a brief statement.
5
<PAGE> 9
Recommendation of the Board:
The Board of Directors recommends a vote IN FAVOR OF the ratification of
the selection of Ernst & Young LLP. In the event that a majority of the shares
voted at the Annual Meeting do not vote for the ratification, the Board of
Directors will reconsider such selection. Under all circumstances, the Board of
Directors retains the corporate authority to change the auditors at a later
date.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information that has been provided to the
Company with respect to beneficial ownership of shares of the Company's Common
Stock as of February 28, 1999 for (i) each person who is known by the Company to
own beneficially more than five percent of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) each of the executive officers
named in the Summary Compensation Table of this proxy statement (the "Named
Executive Officers"), and (iv) all directors and officers of the Company as a
group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP(1) COMMON STOCK
---------------- -------------------- ------------
<S> <C> <C>
Entities affiliated with
Kleiner Perkins Caufield & Byers(2)...... 2,464,845 16.8%
2750 Sand Hill Road
Menlo Park, CA 94025
Entities affiliated with
Enterprise Partners(3)................... 1,475,416 10.1
5000 Birch Street, Suite 6200
Newport Beach, CA 92660
Entities affiliated with
InterWest Investors(4)................... 1,396,797 9.5
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Entities affiliated with SmithKline
Beecham(5)............................... 932,858 6.4
New Horizons Court
Brentford, Middlesex TWB 9EP
United Kingdom
Steven Gillis(6)........................... 343,847 2.3
Steven Reed(7)............................. 238,809 1.6
Mark McDade(8)............................. 225,497 1.5
Kenneth Grabstein(9)....................... 205,812 1.4
Martin Cheever(10)......................... 94,475 *
Joseph S. Lacob(11)........................ 2,439,884 16.6
Andrew E. Senyei(12)....................... 1,488,333 10.1
Arnold L. Oronsky(13)...................... 1,409,714 9.6
All directors and officers as a group
(9 persons)(14).......................... 6,491,888 43.3
</TABLE>
- ---------------
* Less than 1%.
(1) Applicable percentage of beneficial ownership is based on 14,664,575 shares
of Corixa Common Stock outstanding as of February 28, 1999, together with
applicable options and warrants for such stockholder. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission. The number of shares beneficially owned by a person includes
shares of Corixa Common Stock subject to options held by that person that
are currently exercisable or exercisable within 60 days of February 28,
1999. Such shares issuable pursuant to such options are deemed outstanding
for computing the percentage ownership of the person holding such options
but are not deemed outstanding for the purposes of computing the percentage
ownership of each other person. To Corixa's knowledge,
6
<PAGE> 10
the persons named in this table have sole voting and investment power with
respect to all shares of Corixa Common Stock shown as owned by them,
subject to community property laws where applicable and except as indicated
in the other footnotes to this table. Unless otherwise indicated, the
address of each of the individuals named above is Corixa Corporation, 1124
Columbia Street, Suite 200, Seattle, Washington 98104.
(2) Includes 2,364,294 shares held by Kleiner Perkins Caufield & Byers VII,
62,673 shares held by Kleiner Perkins Caufield & Byers VI and 37,878 shares
held by Cynthia Healy, Director Life Science Research at Kleiner Perkins
Caufield & Byers. Joseph S. Lacob, a director, is a general partner of
Kleiner Perkins Caufield & Byers VII and Kleiner Perkins Caufield & Byers
VI, and, as such, may be deemed to share voting and investment power with
respect to such shares except for the shares held by Dr. Healy. Mr. Lacob
disclaims beneficial ownership of such shares, except to the extent of his
pecuniary interest in such shares.
(3) Includes 1,357,384 shares held by Enterprise Partners III, L.P. and 118,032
shares held by Enterprise Partners III Associates, L.P., Andrew E. Senyei,
a Director, is a general partner of Enterprise Partners III, L.P. and
Enterprise Partners III Associates, and, as such, may be deemed to share
voting and investment power with respect to such shares. Dr. Senyei
disclaims beneficial ownership of such shares, except to the extent of his
pecuniary interest in such shares.
(4) Includes 1,382,107 shares held by InterWest Partners V, L.P., 8,690 shares
held by InterWest Investors V, L.P. and 6,000 shares held by Dr. Oronsky.
Arnold L. Oronsky, a Director, is a general partner of InterWest Partners
V, L.P. and, as such, may be deemed to share voting and investment power
with respect to such shares. Dr. Oronsky disclaims beneficial ownership of
shares held by InterWest Partners V, L.P., except to the extent of his
pecuniary interest in such shares, and disclaims beneficial ownership to
all shares held by InterWest Investors V, L.P.
(5) Includes 505,051 shares held by S.R. One Ltd., a wholly-owned subsidiary of
SmithKline Beecham and 427,807 shares held by SmithKline Beecham.
(6) Includes 71,120 shares issuable upon the exercise of outstanding options
held by Dr. Gillis exercisable within 60 days of February 28, 1999.
(7) Includes 22,448 shares issuable upon the exercise of outstanding options
held by Dr. Reed exercisable within 60 days of February 28, 1999, 15,151
shares were held in the name of Steven James N. Reed, UGMA WA Merrill Lynch
and 15,151 shares were held in the name of Sarah Mariko Reed, UGMA WA
Merrill Lynch, both of which accounts name Dr. Reed as custodian. Dr. Reed
disclaims beneficial ownership of such shares, except to the extent of his
pecuniary interest in such shares.
(8) Includes 134,588 shares issuable upon the exercise of outstanding options
held by Mr. McDade exercisable within 60 days of February 28, 1999.
(9) Includes 16,422 shares issuable upon the exercise of outstanding options
held by Dr. Grabstein exercisable within 60 days of February 28, 1999.
(10) Includes 11,143 shares issuable upon the exercise of outstanding options
held by Dr. Cheever exercisable within 60 days of February 28, 1999.
(11) Includes 12,917 shares issuable upon the exercise of outstanding options
held by Mr. Lacob exercisable within 60 days of February 28, 1999,
2,364,294 shares held by Kleiner Perkins Caufield & Byers VII and 62,673
shares held by Kleiner Perkins Caufield & Byers VI. Mr. Lacob, a Director,
is a general partner of Kleiner Perkins Caufield & Byers VII and Kleiner
Perkins Caufield & Byers VI, and, as such, may be deemed to share voting
and investment power with respect to such shares. Mr. Lacob disclaims
beneficial ownership of such shares, except to the extent of his pecuniary
interest in such shares.
(12) Includes 12,917 shares issuable upon the exercise of outstanding options
held by Dr. Senyei exercisable within 60 days of February 28, 1999,
1,357,384 shares held by Enterprise Partners III, L.P. and 118,032 shares
held by Enterprise Partners III Associates, L.P. Andrew E. Senyei, a
Director, is a general partner of Enterprise Partners III, L.P. and
Enterprise Partners III Associates, and, as such, may be deemed to share
voting and investment power with respect to such shares. Dr. Senyei
disclaims beneficial ownership of such shares, except to the extent of his
pecuniary interest in such shares.
7
<PAGE> 11
(13) Includes 12,917 shares issuable upon the exercise of outstanding options
held by Dr. Oronsky exercisable within 60 days of February 28, 1999,
1,382,107 shares held by InterWest Partners V, L.P., 8,690 shares held by
InterWest Investors V, L.P and 6,000 shares held by Dr. Oronsky. Arnold L.
Oronsky, a Director, is a general partner of InterWest Partners V, L.P.
and, as such, may be deemed to share voting and investment power with
respect to such shares. Dr. Oronsky disclaims beneficial ownership of
shares held by InterWest Partners V, L.P., except to the extent of his
pecuniary interest in such shares, and disclaims beneficial ownership to
all shares held by InterWest Investors V, L.P.
(14) Includes shares referred to in footnotes (6) - (13). Includes 45,519 shares
issuable upon the exercise of outstanding options held by Michelle Burris,
an executive officer of the Company, exercisable within 60 days of February
28, 1999.
EXECUTIVE OFFICERS
The executive officers of the Company and their ages as of February 28,
1999, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Steven Gillis, Ph.D....... 45 Chief Executive Officer
Mark McDade............... 43 President and Chief Operating Officer
Steven Reed, Ph.D......... 48 Executive Vice President and Chief Scientific
Officer
Kenneth Grabstein, 48 Executive Vice President and Director of Immunology
Ph.D....................
Michelle Burris........... 33 Vice President and Chief Financial Officer
Martin Cheever, M.D....... 54 Vice President and Director of Medical Affairs
</TABLE>
Biographical information with respect to the Company's executive officers
is presented below except for biographies of Dr. Gillis and Mr. McDade, who are
also directors of the Company. See "Proposal No. 1 Election of
Directors -- Information with respect to Nominees."
Steven Reed, Ph.D. has served as Executive Vice President and Chief
Scientific Officer of Corixa since 1994. From 1993 to the present, Dr. Reed has
served as an Associate Professor of Pathobiology at the University of
Washington. From 1993 to March 1999, he served as a director of IDRI, which he
co-founded. From 1984 to the present, Dr. Reed has served as a Professor
(Adjunct) of Medicine at the Cornell University Medical College. From 1984 to
1993, Dr. Reed served as a Senior Scientist at the Seattle Biomedical Research
Institute. Dr. Reed graduated from Whitman College with a B.A. in Biology in
1973 and received his Ph.D. in Microbiology from the University of Montana in
1979.
Kenneth Grabstein, Ph.D. has served as Executive Vice President since
January 1999 and Director of Immunology of Corixa since 1994. From 1994 to 1998,
Dr. Grabstein served as Vice President of Corixa. From 1992 to 1994, Dr.
Grabstein was Director of Cellular Immunology and Director of the Flow Cytometry
Facility at Immunex Research and Development Corporation. From 1995 to the
present, he has served as Affiliate Investigator of the Clinical Research
Division of the Fred Hutchinson Cancer Research Center. Dr. Grabstein graduated
from the University of California, Berkeley with a B.A. in Zoology in 1973 and
received his Ph.D. in Immunology from the University of California, Berkeley in
1982.
Michelle Burris has served as Vice President and Chief Financial Officer of
Corixa since January 1998. From February 1997 to January 1998, she was Vice
President of Finance and Administration of Corixa. From 1996 to February 1997,
she was Director of Finance and Administration of Corixa. From 1995 to 1996, she
was Controller at Corixa. Ms. Burris held several finance and planning positions
at The Boeing Company, an aerospace company, most recently serving as Manager of
Planning and Performance for the Commercial Airplane Group. Ms. Burris is a
Certified Public Accountant, and she graduated from George Mason University with
a B.S. in Marketing and Statistics in 1987 and received her M.B.A. from Seattle
University in 1991. In addition, Ms. Burris is a director of ImmGenics
Pharmaceuticals, Inc.
Martin Cheever, M.D. has served as Vice President and Director of Medical
Affairs of Corixa since December 1997. During that time he also served as an
Affiliate Investigator for the Clinical Research Division for Fred Hutchinson
Cancer Research Center and as Clinical Professor of Medicine, Division of
Oncology for
8
<PAGE> 12
the University of Washington. From 1987 to December 1997, Dr. Cheever was a
Professor of Medicine and a Member of the Division of Oncology, University of
Washington School of Medicine. From 1981 to 1987, Dr. Cheever served as an
Associate Professor of Medicine, Division of Oncology, University of Washington
and as Assistant Member, Fred Hutchinson Cancer Research Center. Dr. Cheever
graduated from the University of Michigan, Ann Arbor in 1966, and received his
M.D. from the University of Michigan School of Medicine, Ann Arbor, Michigan in
1970.
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows the compensation paid to (a) the individual who
served as the Company's Chief Executive Officer during the fiscal year ended
December 31, 1998, (b) the four other most highly compensated individuals who
served as executive officers of the Company during the fiscal year ended
December 31, 1998 (together with the Chief Executive Officer, the "Named
Executive Officers"); and (c) the compensation received by each such individual
for the Company's two preceding fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING
FISCAL SALARY BONUS COMPENSATION OPTIONS
NAME & PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) (#)
------------------------- ------ -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Steven Gillis................. 1998 $305,000 $61,850 $9,200 37,750
Chief Executive Officer 1997 289,000 47,000 6,700 17,171
1996 250,000 20,000 6,800 0
Mark McDade................... 1998 $266,712 $52,400 $8,300 12,750
President and Chief 1997 254,000 40,500 6,700 17,171
Operating Officer 1996 200,000 14,000 6,800 0
Steven Reed................... 1998 $192,178 $38,200 $8,800 12,750
Executive Vice President 1997 181,300 28,700 6,500 17,171
and Chief Scientific Officer 1996 147,000 7,000 6,700 0
Kenneth Grabstein............. 1998 $150,000 $31,100 $9,000 12,750
Executive Vice President 1997 142,000 16,100 6,500 17,171
and Director of Immunology 1996 126,000 8,400 6,700 0
Martin Cheever................ 1998 $150,000 $19,125 $6,600 12,750
Vice President and
Director of Medical Affairs
</TABLE>
- ---------------
(1) Includes amounts deferred under the Company's 401(k) plan.
(2) Include bonuses paid in the indicated year and earned in the preceding year.
(3) Amounts reported for fiscal years 1998, 1997 and 1996 consist of: (i)
amounts the Company contributed to the Company's 401(k) Plan with respect to
each named Executive Officer and (ii) premiums paid on life and accidental
death and dismemberment and health insurance policies for the officer's
benefit.
Dr. Gillis, Mr. McDade, Dr. Reed and Dr. Grabstein each entered into an
agreement with the Company dated September 30, 1994, which provides that their
employment is terminable at any time for any reason, with or without cause, by
either themselves or the Company. In the event that the Company involuntarily
terminates their employment, other than for "good cause," then they will
immediately resign from all positions with the Company and enter into a
consulting arrangement for one (1) year commencing immediately after their
termination date. In consideration for such consulting arrangement, they will
continue to be paid their salary and benefits for one (1) year and will become
vested over such one (1) year in the lesser of (i) an additional one (1) year of
shares covered by their respective stock purchase agreement and/or stock option
agreement and (ii) the remaining unvested shares pursuant to such stock purchase
agreement and/or stock option agreement; provided, however, if they obtain new
employment during such one year period, any salary paid pursuant to such
arrangement will be offset from amounts due under such agreement and vesting of
9
<PAGE> 13
shares covered by their respective stock purchase agreement will cease as of the
date they accept such new employment. For purposes of such agreement, "good
cause" means gross misconduct or acts or omission that involve fraud or
embezzlement or misappropriation of any property or proprietary information of
the Company.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides certain information with respect to stock
options granted to the Named Executive Officers in the last fiscal year. In
addition, as required by Securities and Exchange Commission rules, the table
sets forth the hypothetical gains that would exist for the options based on
assumed rates of annual compound stock price appreciation during the option
term.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS(1) FOR OPTION TERM(2)
--------------------------------------------------- ---------------------
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OF BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED(#) YEAR(%)(3) ($/SH)(4) DATE 5%($) 10%($)
---- ---------- ------------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Steven Gillis........... 37,750 9.9% $9.50 1/08 $225,500 $571,500
Mark McDade............. 12,750 3.3 9.50 1/08 76,100 193,000
Steven Reed............. 12,750 3.3 9.50 1/08 76,100 193,000
Kenneth Grabstein....... 12,750 3.3 9.50 1/08 76,100 193,000
Martin Cheever.......... 12,750 3.3 9.50 1/08 76,100 193,000
</TABLE>
- ---------------
(1) No stock appreciation rights were granted to the Named Executive Officers in
the last fiscal year. Options vest over a four-year period on a monthly
basis after the first year.
(2) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by the Securities and Exchange Commission. There is no
assurance provided to any executive officer or any other holder of the
Company's securities that the actual stock price appreciation over the
10-year option term will be at the assumed 5% and 10% levels or at any other
defined level.
(3) The Company granted stock options to employees representing 380,245 shares
in the last fiscal year.
(4) The exercise price may be paid in cash, in shares of Common Stock valued at
fair market value on the exercise date or through a cashless exercise
procedure involving a same-day sale of the purchased shares. The Company may
also finance the option exercise by loaning the optionee sufficient funds to
pay the exercise price for the purchased shares.
10
<PAGE> 14
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information for the Named Executive Officers
with respect to exercises of options to purchase Common Stock in the fiscal year
ended December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY
SHARES YEAR END(#) OPTIONS AT
ACQUIRED ON VALUE VESTED/ FISCAL YEAR END($)
NAME EXERCISE(#) REALIZED($) UNVESTED(1) VESTED/UNVESTED(2)
---- ----------- ----------- ----------------- -------------------
<S> <C> <C> <C> <C>
Steven Gillis................ -0- n/a 59,302/47,133 $ 446,400/$155,000
Mark McDade.................. -0- n/a 124,785/26,348 1,081,600/ 141,500
Steven Reed.................. -0- n/a 16,830/20,666 118,600/ 90,800
Kenneth Grabstein............ -0- n/a 11,149/18,772 68,000/ 73,900
Martin Cheever............... -0- n/a 13,654/59,702 88,700/ 412,000
</TABLE>
- ---------------
(1) No stock appreciation rights were outstanding during fiscal year 1998.
(2) Based on the $9.25 per share closing price of the Company's Common Stock on
The Nasdaq National Market on December 31, 1998, less the exercise price of
the options.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board has general responsibility for
establishing the compensation payable to the Company's executive officers and
has the sole and exclusive authority to administer the Company's Amended and
Restated 1994 Stock Option Plan under which grants may be made to such
individuals.
GENERAL COMPENSATION POLICY
Under the supervision of the Compensation Committee, the Company's
compensation policy is designed to attract and retain qualified key executives
critical to the Company's growth and long-term success. It is the objective of
the Board of Directors to have a portion of each executive's compensation
contingent upon the Company's performance as well as upon the individual's
personal performance. Accordingly, each executive officer's compensation package
is comprised of three elements: (i) base salary which reflects individual
performance and expertise, (ii) variable bonus awards payable in cash and tied
to the achievement of certain performance goals which the Compensation Committee
establishes from time to time for the Company or the individual and (iii)
long-term stock-based incentive awards which are designed to strengthen the
mutuality of interests between the executive officers and the Company's
stockholders.
The summary below describes in more detail the factors, which the
Compensation Committee considers in establishing each of the three primary
components of the compensation package provided the executive officers.
Base Salary
The level of base salary is established primarily on the basis of the
individual's qualifications and relevant experience, the strategic goals for
which he or she has responsibility, the compensation levels at companies that
compete with the Company for business and executive talent, and the incentives
necessary to attract and retain qualified management. Base salary is adjusted in
January of each year to take into account the individual's performance and to
maintain a competitive salary structure. Company performance does not play a
significant role in the determination of base salary.
11
<PAGE> 15
Cash-Based Incentive Compensation
Cash bonuses are awarded to executive officers on the basis of their
success in achieving designated individual goals and the Company's success in
achieving specific company-wide goals, such as product development milestones
and stock price appreciation.
Long-Term Incentive Compensation
The Company has utilized its stock option plans to provide executives and
other key employees with incentives to maximize long-term stockholder values.
Awards under this plan by the Compensation Committee take the form of stock
options designed to give the recipient a significant equity stake in the Company
and thereby closely align his or her interests with those of the Company's
stockholders. Factors considered in making such awards include the individual's
position in the Company, his or her performance and responsibilities, and
internal comparability considerations. In addition, the Compensation Committee
has established certain general guidelines in making option grants to the
executive officers in an attempt to target a fixed number of unvested option
shares based upon each individual's position with the Company and his or her
existing holdings of unvested options. However, the Compensation Committee does
not adhere strictly to these guidelines and will vary the size of the option
grant made to each executive officer as it believes the circumstances warrant.
Each option grant allows the officer to acquire shares of Common Stock at a
fixed price per share (the fair market value on the date of grant) over a
specified period of time (up to 10 years). The options typically vest in
periodic installments over a four-year period, contingent upon the executive
officer's continued employment with the Company. Accordingly, the option will
provide a return to the executive officer only if he or she remains in the
Company's service, and then only if the market price of the Common Stock
appreciates over the option term.
CEO Compensation
In setting the compensation payable during fiscal 1998 to the Company's
Chief Executive Officer, Steven Gillis, Ph.D., the Committee used the same
factors as described above for the executive officers. The Compensation
Committee reviewed Dr. Gillis' compensation relative to industry comparables and
his performance over the last twelve (12) months in achieving the Company goals.
Dr. Gillis' annual base salary for 1998 was set in February 1998 at $305,000.
The Compensation Committee awarded Dr. Gillis a cash bonus of $61,850 in
February 1998 for the achievement of the Company's corporate goals for 1997.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee has considered the impact of Section 162(m) of the Internal
Revenue Code adopted under the Omnibus Budget Reconciliation Act of 1993, which
section disallows a deduction for any publicly held corporation for individual
compensation exceeding $1 million in any taxable year for the CEO and four other
most highly compensated executive officers, respectively, unless such
compensation meets the requirements for the "performance-based" exception to
Section 162(m). As the cash compensation paid by the Company to each of its
executive officers is expected to be below $1 million and the Committee believes
that options granted under the Company's Amended and Restated 1994 Stock Option
Plan to such officers will meet the requirements for qualifying as
performance-based, the Committee believes that Section 162(m) will not affect
the tax deductions available to the Company with respect to the compensation of
its executive officers. It is the Committee's policy to qualify, to the extent
reasonable, its executive officers' compensation for deductibility under
applicable tax law. However, the Company may from time to time pay compensation
to its executive officers that may not be deductible.
12
<PAGE> 16
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Except as set forth below and in "Relationships and Related Certain
Transactions," no interlocking relationship exists between the Company's Board
or Compensation Committee and the board of directors or compensation committee
of any other company, nor has any such interlocking relationship existed in the
past.
Dr. Gillis is a director of Genesis. Ms. Burris is a director of ImmGenics.
Compensation Committee:
Joseph S. Lacob
Andrew E. Senyei, M.D.
Arnold L. Oronsky, Ph.D
13
<PAGE> 17
STOCK PERFORMANCE GRAPH
PERFORMANCE MEASUREMENT COMPARISON
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET
CORIXA CORPORATION (U.S.) NASDAQ PHARMACEUTICAL
------------------ ------------------- ---------------------
<S> <C> <C> <C>
10/2/97 100.00 100.00 100.00
12/31/97 66.20 93.66 89.78
3/31/98 54.63 109.61 98.69
6/30/98 50.93 112.65 91.47
9/30/98 45.37 102.00 86.56
12/31/98 68.52 131.98 114.92
</TABLE>
The preceding graph shows a comparison of cumulative total stockholder
returns for the Company's Common Stock, the Nasdaq Stock Market index for U.S.
companies, and the Nasdaq Pharmaceutical Company (Biotechnology) index. The
graph assumes the investment of $100 on October 2, 1997, the date of the
Company's initial public offering and reinvestment of the full amount of all
dividends. The performance shown is not necessarily indicative of future
performance.
The information presented in the performance graph indicates that $100
invested in the Company's Common Stock on October 2, 1997, the effective date of
the Company's completed initial public offering of Common Stock, would be worth
$68.52 on December 31, 1998 which represents an annual rate of return of
(25.19%). The same amount hypothetically invested in the Nasdaq Stock Market
index for U.S. companies, and the Nasdaq Pharmaceutical company index would be
worth $131.98 or $114.92, respectively, which represent an annual rate of return
of 25.58% and 11.94%, respectively.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, which might incorporate future filings made by
the Company under those statutes, the preceding Compensation Committee Report on
Executive Compensation and Performance Graph are not to be incorporated by
reference into any of those previous filings; nor is such report or graph to be
incorporated by reference into any future filings which the Company may make
under those statutes.
STOCKHOLDER PROPOSALS
Under the present rules of the Securities and Exchange Commission, the
deadline for stockholders to submit proposals to be considered for inclusion in
the Company's Proxy Statement and form of proxy for the next year's Annual
Meeting of Stockholders is expected to be December 16, 1999. Such proposals may
be included in next year's Proxy Statement and form of proxy if they comply with
certain rules and regulations promulgated by the Securities and Exchange
Commission.
14
<PAGE> 18
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than 10% of
the Company's Common Stock (collectively, "Reporting Persons") to file with the
Securities and Exchange Commission ("SEC") initial reports of beneficial
ownership ("Form 3") and reports of changes in beneficial ownership of the
Company's Common Stock ("Form 4"). Reporting Persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, based solely on its review of the copies of
such reports received or written representations from certain Reporting Persons
that no other reports were required, the Company believes that during its fiscal
year ended December 31, 1998, all Reporting Persons complied with all applicable
filing requirements, other than as follows: Syamal Raychaudhuri, a former
executive officer of the Company, reported one transaction in a late Form 4
filing.
OTHER MATTERS
The Board knows of no other business that will be presented to the Annual
Meeting. If any other business is properly brought before the Annual Meeting,
proxies in the enclosed form will be voted in respect thereof as the proxy
holders deem advisable.
It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
Kathleen N. McKereghan
Secretary
March 25, 1999
Seattle, Washington
15
<PAGE> 19
PROXY PROXY
PROXY FOR 1999 ANNUAL MEETING OF SHAREHOLDERS OF CORIXA CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 5, 1999.
The undersigned stockholder of Corixa Corporation, a Delaware corporation (the
"Company"), hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated March 25, 1999, and hereby
appoints Mark McDade and Michelle Burris or either of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in
the name of the undersigned, to represent the undersigned at the Annual Meeting
of Stockholders of the Company to be held on Wednesday, May 5, 1999, at 1:00
p.m., local time, in the Cedar Room of Corixa Corporation, which is located at
1124 Columbia, Seattle, Washington, and at any adjournment or postponement
thereof, and to vote all shares of Common Stock which the undersigned would be
entitled to vote if then and there personally present, on the matters set froth
in the Notice of Annual Meeting of Stockholders and Proxy Statement.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF EACH OF THE DIRECTORS; (2)
FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999; AND AS SAID
PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 20
CORIXA CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. 0
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS For Withhold For All 2. Proposal to ratify the appointment of For Against Abstain
Nominees: Steven Gillis, All All Except Ernst & Young LLP as the Company's
Ph.D., Nark McDade, 0 0 0 independent auditors for the fiscal year 0 0 0
Joseph S. Lacob, Arnold ending December 31, 1999.
L. Oronsky, Ph.D. and
Andrew E. Senyei, M.D. NOTE: This Proxy should be marked, dated, signed by the
stockholder(s) exactly as his or her name appears hereon,
and returned in the enclosed envelope.
_________________________________
(Except nominee(s) written above) Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should
sign. When signed as attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please
sign in full corporate name by President or
other authorized officer. If a partnership,
please sign in partnership name by authorized
person.
YOUR VOTE IS IMPORTANT!
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY
FORM USING THE ENCLOSED ENVELOPE.
________________________________________________
Signature
________________________________________________
Signature
Dated:____________________________________, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
