auph-20240502

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 ☒ 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
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

AURINIA PHARMACEUTICALS INC.

(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 all boxes that apply):


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

AURINIA PHARMACEUTICALS INC.

#140, 14315 - 118 Avenue, Edmonton, AB T5L 4S6 Canada

May 3, 2024

Dear Valued Shareholder,

You are cordially invited to attend the annual general meeting (the "Meeting") of shareholders of Aurinia Pharmaceuticals Inc. (the “Company”) to be held on June 14, 2024 at 12:00 p.m., Eastern Time. The Meeting will be a virtual only meeting of shareholders. You can attend the Meeting by visiting https://web.lumiagm.com/415837864 (password (case sensitive): aurinia2024). Registered shareholders and their duly appointed proxyholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

At the Meeting, you will be asked to consider and vote on the proposals set forth in the enclosed management information circular and proxy statement relating to the Meeting. The Company’s board of directors unanimously recommends a vote “FOR” proposals 1, 2, 3 and 4 as set forth in the management information circular and proxy statement.

Whether or not you plan to virtually attend the Meeting, it is important that your common shares be represented and voted at the Meeting. Accordingly, after reading the management information circular and proxy statement, please vote via the Internet, telephone or by mail by following the voting instructions included in the Notice of Internet Availability of Proxy Materials, management information circular and proxy statement. If you hold your shares in “street name” through a broker, bank or other nominee, please vote in accordance with the instructions provided by such nominee.

The Company has fixed the close of business on April 30, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote on the matters proposed at the Meeting and any adjournment or postponement thereof.

If you have any questions or require assistance voting, please contact our proxy solicitation agent, Laurel Hill Advisory Group toll free within North America at 1-877-452-7184 (1-416-304-0211 outside North America), or by email at assistance@laurelhill.com.

Thank you for your continued support.


			Very truly yours,

			/s/ Peter Greenleaf
			Peter Greenleaf
			Director, President and Chief Executive Officer

AURINIA PHARMACEUTICALS INC.

#140, 14315 - 118 Avenue

Edmonton, AB T5L 4S6 Canada

Notice of Annual General Meeting of Shareholders

To Be Held On June 14, 2024

Dear Shareholder:

NOTICE is hereby given that the Annual General Meeting (the “Meeting”) of shareholders of Aurinia Pharmaceuticals Inc. (the “Company”) will be held as a virtual-only meeting via live audio webcast online using the LUMI meeting platform at https://web.lumiagm.com/415837864 (password (case sensitive): aurinia2024) on Friday, June 14, 2024, at 12:00 pm, Eastern Time, for the following purposes:

1.to elect nine directors listed in the attached management information circular and proxy statement each to serve until the 2025 annual general meeting of shareholders or until their qualified successor has been duly elected or appointed;

2.to approve the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as independent registered public accounting firm of the Company until the close of the 2025 annual general meeting of shareholders or until a successor is appointed;

3.to approve, on a non-binding advisory basis, a “say on pay” resolution regarding the Company’s executive compensation set forth in the attached management information circular and proxy statement;

4.to approve an amendment to the Company's Equity Incentive Plan to increase the maximum number of common shares reserved for issuance pursuant to the Equity Incentive Plan; and

5.to transact such further and other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Management of the Company is soliciting proxies on the accompanying form of proxy (the “Proxy”). Whether or not you plan to attend the Meeting virtually, we encourage you to vote and submit your Proxy by telephone, via the Internet or by mail and ensure that as large a representation of shareholders as possible may be had at the Meeting. Specific details of the matters being put before the Meeting are set forth in more detail in the accompanying management information circular and proxy statement.

The Company's board of directors ("Board") has determined that only holders of record of the common shares of the Company at the close of business on April 30, 2024 will be entitled to vote in respect of the items set out in this notice of meeting at the Meeting. The Board has also determined 12:00 pm, Eastern Time, on June 12, 2024 or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof must be deposited with the Company’s transfer agent. The time limit for the deposit of proxies may be waived or extended by the chair of the meeting. Failure to properly complete or deposit a Proxy may result in its invalidation.

DATED this 3rd day of May, 2024.


			By Order of the Board of Directors,

			/s/ Peter Greenleaf
			Peter Greenleaf
			Director, President and Chief Executive Officer


You are cordially invited to attend the Meeting virtually. Whether or not you expect to attend the Meeting, please complete, date, sign and return the proxy that was mailed to you or made available to you via the Notice of Meeting Materials (as defined below), or vote over the telephone or the Internet as instructed in these materials and in the Notice of Internet Availability of Proxy Materials, as promptly as possible in order to ensure your representation at the Meeting. Please note, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Meeting (instead of doing so in advance), you must obtain a legal proxy issued in your name from the holder of record.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 14, 2024: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM OR REFER TO SUCH OTHER INSTRUCTIONS FROM YOUR INTERMEDIARY.

Pursuant to rules promulgated by the Securities and Exchange Commission ("SEC"), and in accordance with an exemptive relief order granted by the British Columbia Securities Commission and Ontario Securities to the Company on February 23, 2023, we have elected to provide access to our proxy materials over the internet. Accordingly, we will mail, on or about May 3, 2024 a Notice of Internet Availability of Proxy Materials to shareholders of record and beneficial owners as of the close of business on April 30, 2024, we referred to as the Record Date. The Company has elected to use the procedure known as "stratification" in relation to its notice-and-access method of delivery of materials. The Company is providing paper copies of its proxy materials only to (i) registered shareholders and (ii) beneficial shareholders who request them. On the date of mailing of the Notice, all shareholders will have the ability to access all of the proxy materials, consisting of the Notice, the accompanying management circular and proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023 at www.sedarplus.ca, www.edgar.gov, and our website, https://ir.auriniapharma.com/all-sec-filings. Should you request it, we will make paper copies of these proxy materials available free of charge. To request a copy, please send your request to Aurinia Pharmaceuticals Inc., Corporate Secretary, #140, 14315 - 118 Avenue, Edmonton, AB T5L 4S6 Canada or call (250) 744-2487.

Voting is Easy. Vote Well in Advance of the Proxy Deadline on June 12, 2024 at 12:00 p.m. (Eastern Time)

Questions or Require Voting Assistance?

Contact our proxy solicitation agent, Laurel Hill Advisory Group toll free within North America at 1-877-452-7184 (1-416-304-0211 outside North America), or by email at assistance@laurelhill.com.

TABLE OF CONTENTS


						Page
Proxy Statement; Questions and Answers About These Proxy Material and Voting						4
Proposal No. 1 Election of Directors						14
Proposal No. 2 Appointment of Independent Registered Pub l ic Accounting Firm						31
Proposal No. 3 Advisory Vote on Executive Compensation						33

SEC Form DEF 14A filed by Aurinia Pharmaceuticals Inc