First and foremost, we would like to express our sincere appreciation for your continued support as a Psychemedics shareholder. As we all know, 2021 was a year of macroeconomic volatility, including another year dominated by the COVID- 19 pandemic, inflationary pressures and global supply chain disruptions that impacted the hiring practices of our customers throughout the United States and elsewhere in the world. We took decisive actions to progress forward as a company and enhance shareholder value, including resumed cash dividend payments as testing volumes improved from the COVID-19 pandemic. Our diverse and experienced Board provided strategic oversight to help us navigate the challenges of 2021 and into 2022 and beyond. We are proud to tell our corporate governance story in the following pages, which includes these highlights.
Psychemedics is committed to a Board composition that reflects an effective mix of business expertise, company knowledge, and diverse perspectives, and our goal is to strike the right balance between board refreshment and continuity. We have added two new directors to our Board in the past year and a half and plan to add two more new directors at this upcoming meeting.
Psychemedics values the feedback of our shareholders and seeks opportunities to engage on company performance, strategy, and governance, among other topics.
We cordially invite you to attend the Annual Meeting of Stockholders, which will be held at the Seaport Hotel, 200 Seaport Boulevard, Boston, MA 02210 on August 12, 2022, at 10:00 A.M. Eastern Time.
Details regarding the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. In addition, I will report on current operations and discuss our plans for growth. We will also have plenty of time for your questions and comments. I believe that the Annual Meeting provides an excellent opportunity for stockholders to become better acquainted with the Company and its directors and officers. I hope that you will be able to attend.
Your vote is important. Whether or not you plan to attend the Annual Meeting of Stockholders, I hope that you will vote as soon as possible. Please review the instructions on each of your voting options described in the Proxy Statement.
Raymond C. Kubacki
Chairman, Chief Executive Officer, and President
289 Great Road, Suite 200
Acton, Massachusetts 01720
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
July 6, 2022
The Annual Meeting of Stockholders will be held on August 12, 2022, at 10:00 a.m. Eastern Time at the Seaport Hotel, 200 Seaport Boulevard, Boston, MA 02210. The Annual Meeting will be for the following purposes, as more fully described in the proxy statement (the "Proxy Statement"):
To elect directors of the Company for the ensuing year and until their respective successors are chosen and qualified;
To conduct a non-binding advisory vote on the compensation of our named executive officers;
To ratify the Audit Committee's appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022; and
To consider and act upon matters incidental to the foregoing and to transact such other business as may properly come before the Annual Meeting.
The Board of Directors has fixed the close of business on June 27, 2022, as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting of Stockholders.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on August 12, 2022: We have elected to provide access to our proxy materials by: (i) sending you this full set of proxy materials, including the proxy statement, our Annual Report for 2021, and a proxy card. Our Proxy Statement, Annual Report for 2021 and proxy card, are also available on the Internet that you may download and print by going to www.psychemedics.com/proxy.
We encourage you to review all of the important information contained in the proxy materials contained herein or accessed on our website at www.psychemedics.com/proxy before voting.
By order of the Board of Directors,
/s/ Patrick J. Kinney, Jr. Patrick J. Kinney, Jr.,
The Company's Annual Report for 2021 containing a copy of the Company's Form 10-K (excluding exhibits) for the year ended December 31, 2021, is enclosed herewith.
Please fill in, date, sign and mail promptly the accompanying proxy in the return
envelope furnished for that purpose, whether or not you plan to attend the Annual Meeting.
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289 Great Road, Suite 200
Acton, Massachusetts 01720
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 12, 2022
You are receiving this communication because you hold shares in PSYCHEMEDICS CORPORATION (hereinafter, the "Company"). We have elected to provide access to our proxy materials by: (i) sending you this full set of proxy materials, including the proxy statement, our Annual Report for the year ended December 31, 2021, and a proxy card; and (ii) notifying you of the availability of these proxy materials on the internet that you may download and print by viewing www.psychemedics.com/proxy. We encourage you to review all of the important information contained in the proxy materials contained herein or accessed on our website at www.psychemedics.com/proxy before voting.
This statement is furnished to the stockholders of the Company in connection with management's solicitation of proxies to be used at the Annual Meeting of Stockholders on August 12, 2022, and at any adjournment of that meeting. The approximate date on which this proxy statement and accompanying proxy are being sent to stockholders of the Company is July 6, 2022. Each proxy delivered pursuant to this solicitation, or any proxy that you may download from www.psychemedics.com/proxy, is revocable at the option of the person executing the same by written notice delivered to the Secretary of the Company at any time before the proxy is voted. A stockholder who attends the Annual Meeting in person may revoke his or her proxy at that time and vote his or her shares if such stockholder so desires.
Most stockholders of the Company hold their shares through a stockbroker, bank, trustee or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholders of Record. If your shares are registered directly in your name with the Company's transfer agent, Computershare, you are considered the stockholder of record of those shares and these proxy materials are being sent directly to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to cast your vote in person at the Annual Meeting.
Beneficial Owner. If your shares are held in a stock brokerage account, by a bank, trustee or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your broker, trustee or nominee who is considered the stockholder of record of those shares. As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting. Your broker, trustee or nominee is obligated to provide you with a voting instruction card for you to use.
The presence in person or by proxy of stockholders entitled to cast a majority of the outstanding shares, or 2,813,098 shares, shall constitute a quorum. Under Nasdaq rules, if your broker holds your shares in its name and does not receive voting instructions from you, your broker has discretion to vote these shares on certain "routine" matters, including Proposal 3, the ratification of the Audit Committee's appointment of BDO USA, LLP as the Company's independent registered public accounting firm. However, on non-routine matters such as Proposal 1, the election of directors, or Proposal 2, the non-binding advisory vote concerning executive compensation, your broker must receive voting instructions from you, as it does not have discretionary voting power for these particular items. So long as the broker has discretion to vote on at least one proposal, these "broker non-votes" are counted toward establishing a quorum. When voted on "routine" matters, broker non-votes are counted toward determining the outcome of that "routine" matter. With respect to the election of Directors, the Company will treat votes withheld as shares that are present for purposes of determining a quorum. A plurality is required to elect Directors, so the six persons receiving the greatest number of votes will be elected. Withheld votes will not affect the outcome of the election. With respect to the ratification of the Audit Committee's appointment of BDO USA, LLP, the vote, on an advisory and non- binding basis, or the of the compensation of the Company's named executive officers, the Company will treat abstentions as shares that are present and entitled to vote. Since a majority of the shares represented at the meeting and entitled to vote is required for approval, abstentions will have the effect of a vote against approval of these proposals. These abstentions, however, are counted towards establishing a quorum for the Annual Meeting. If a broker indicates on a proxy that it does not
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