DEF 14A

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. )

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 Pursuant to § 240.14a-12

MEI PHARMA, 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 the appropriate box):



☒	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.

November 8, 2023

To the Stockholders of MEI Pharma, Inc.:

You are cordially invited to attend the Annual Meeting of the Stockholders of MEI Pharma, Inc., a Delaware corporation. The annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. Stockholders will be able to attend the annual meeting remotely, vote and submit questions during the annual meeting by registering at www.viewproxy.com/MEIPharma/2023 and entering their control number. The virtual meeting format allows attendance from any location in the world.

The annual meeting will be held at 9:00 a.m. (Pacific Time), on Monday, December 18, 2023, unless postponed or adjourned to a later date. I look forward to the opportunity to virtually meet with our stockholders.

At the Annual Meeting, we will discuss each item of business described in the Notice of Annual Meeting and the Proxy Statement and report on MEI Pharma’s business. You will also have an opportunity to ask questions.

On behalf of our employees and Board of Directors, I would like to express our appreciation for your continued interest in MEI Pharma, Inc.

Sincerely,

Charles V. Baltic III

Chair of the Board

MEI Pharma, Inc.

This Proxy Statement is dated November 8, 2023, and is first being mailed or made available to stockholders of MEI Pharma, Inc. on or about November 8, 2023.

MEI PHARMA, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 18, 2023

To the Stockholders of MEI Pharma, Inc.:

On behalf of the Board of Directors of MEI Pharma, Inc., a Delaware corporation (“MEI Pharma”), MEI Pharma is pleased to deliver the accompanying Proxy Statement in connection with the annual meeting of stockholders of MEI Pharma. This year’s annual meeting will be a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. MEI Pharma stockholders will be able to attend and participate in the annual meeting online, vote their shares electronically and submit questions prior to and during the annual meeting by first registering at www.viewproxy.com/MEIPharma/2023 and entering their control number. The virtual meeting format allows attendance from any location in the world. You are cordially invited to attend the annual meeting, which will be held for the following purposes:

To elect three directors to our Board of Directors, to serve until the expiration of their terms in fiscal year 2027 and until their successor is elected and qualified;

To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement;

To approve, on an advisory basis, the frequency of the approval, on an advisory basis, of the compensation of the Company’s named executive officers;

To ratify the appointment of BDO USA, P.C, an independent registered public accounting firm, as our independent auditors for the fiscal year ending June 30, 2024; and

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The proposals are described in more detail in this Proxy Statement, which MEI Pharma encourages you to read carefully and in its entirety before voting.

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have opted to provide our materials pursuant to the “full set delivery option” in connection with the Annual Meeting. Under the full set delivery option, a company delivers paper copies of all proxy materials to each stockholder. The approximate date on which the materials are intended to be first sent or given to the Company’s stockholders is November 8, 2023. Accordingly, you should have received our proxy materials by mail. This proxy statement is available at www.viewproxy.com/MEIPharma/2023.

The close of business on October 19, 2023 has been fixed as the record date for determining those holders of MEI Pharma common stock entitled to receive notice of and vote at the annual meeting. Accordingly, only record holders of MEI Pharma common stock at the close of business on that date are entitled to notice of and to vote at the annual meeting and at any adjournments or postponements thereof.

All holders of MEI Pharma common stock are cordially invited to attend the annual meeting virtually via live webcast. You may revoke your proxy in the manner described in this Proxy Statement at any time before it is voted at the annual meeting.

Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting to be Held on December 18, 2023: Pursuant to the rules of the SEC, with respect to the Annual Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. The Notice of Annual Meeting of Stockholders and Proxy Statement are also available at www.viewproxy.com/MEIPharma/2023.

Your vote is important regardless of the number of shares of common stock you own. Whether or not you expect to attend the annual meeting, please promptly vote your shares by completing, signing, dating and returning your proxy card (if you received a paper copy) or by Internet or telephone voting as described on your proxy card.

By order of the Board of Directors,

Justin J. File

Secretary and Chief Financial Officer

MEI Pharma, Inc.

November 8, 2023

MEI PHARMA PROXY STATEMENT TABLE OF CONTENTS


THE ANNUAL MEETING OF MEI PHARMA STOCKHOLDERS	1
ELECTION OF DIRECTORS (PROPOSAL NO. 1)	3
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	5
Directors	5
Information about the Board of Directors and its Committees	6
Audit Committee	7
Compensation Committee	7
Nominating and Governance Committee	8
Director Independence	9
Board Leadership Structure	9
Board Role in Risk Oversight	10
Anti-Hedging and Pledging Policies	10
Stockholder Communications with the Board of Directors	11
Appointment of Directors	11
Attendance of Directors at Board Meetings and Stockholder Meetings	11
Code of Ethics	11
Executive Officers	11
ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL NO. 2)	12
Compensation Philosophy and Objectives	13
The Compensation Committee's Process	13
Setting Executive Compensation	14
Role of Stockholder Say-on-Pay Votes	14
Elements of Compensation	15
Executive Benefits and Perquisites	16
Severance and Change in Control Agreements	16
Tax and Accounting Considerations	16
CEO Pay Ratio	17
COMPENSATION COMMITTEE REPORT	17
EXECUTIVE COMPENSATION	18
Summary Compensation Table	18
Employment Agreements	19
Grants of Plan-Based Awards For Fiscal Year Ended June 30, 2023	21
Outstanding Equity Awards at Fiscal Year-End	22
Option Exercises and Stock Vested	23
Compensation of Directors	27
Indemnification Agreements	27
ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL NO. 3)	28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF MEI PHARMA	28
WHERE YOU CAN FIND MORE INFORMATION	30
OTHER MATTERS FOR STOCKHOLDERS	30
Stockholder Proposals	30
Communication with the MEI Pharma Board of Directors	31
Householding of Proxy Materials for MEI Pharma Stockholders	31
RATIFICATION OF APPOINTMENT OF BDO USA, P.C. (PROPOSAL NO. 4)	32
Background	32
Fees Paid to Independent Registered Public Accounting Firm	32
Pre-Approval Policies and Procedures	32
AUDIT COMMITTEE REPORT	33

MEI PHARMA, INC.

11455 El Camino Real, Suite 250

San Diego, CA 92130

THE ANNUAL MEETING OF MEI PHARMA STOCKHOLDERS

To Be Held via Live Webcast on December 18, 2023, at 9:00 a.m. (Pacific Time)

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting

To Be Held on December 18, 2023

This Proxy Statement and our annual report to security holders for the fiscal year ended June 30, 2023 are available at www.viewproxy.com/MEIPharma/2023.

Information Concerning Solicitation and Voting

In this Proxy Statement, “MEI Pharma”, “the Company”, “we”, “us”, and “our” refer to MEI Pharma, Inc., unless the context otherwise provides.

General

We are furnishing this Proxy Statement to holders of our common stock in connection with the solicitation of proxies by our Board of Directors for use at our annual meeting of stockholders (the “Annual Meeting”) to be held on December 18, 2023 and at any adjournment or postponement thereof. In accordance with the rules of the SEC, we have opted to provide our materials pursuant to the “full set delivery option” in connection with the Annual Meeting. Under the full set delivery option, a company delivers paper copies of all proxy materials to each stockholder. The approximate date on which the materials are intended to be first sent or given to the Company’s stockholders is November 8, 2023. This proxy statement is available at www.viewproxy.com/MEIPharma/2023.

Date, Time and Place and Voting Instructions

The Annual Meeting will be conducted completely virtually via live webcast. Stockholders will be able to attend the annual meeting remotely, vote and submit questions prior to and during the annual meeting by first registering at www.viewproxy.com/MEIPharma/2023 and entering their control number. The virtual meeting format allows attendance from any location in the world.

Stockholders are entitled to participate in the Annual Meeting only if they were stockholders of the Company as of the close of business on the Record Date, or if they hold a valid proxy for the Annual Meeting. Stockholders will be able to attend the Annual Meeting online and submit questions prior to and during the meeting by first registering at www.viewproxy.com/MEIPharma/2023. Stockholders also will be able to vote their shares online by attending the Annual Meeting by webcast.

To participate in the Annual Meeting, stockholders will need to review the information included on their proxy card or on the instructions that accompanied the proxy materials.

If a stockholder holds shares through an intermediary, such as a bank or broker, they must register in advance using the instructions below.

The online meeting will begin promptly at 9:00 a.m., Pacific Time. We encourage stockholders to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this Proxy Statement.

Registered stockholders (i.e., whose shares are held through our transfer agent, Computershare), do need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the proxy card.

If shares are held through an intermediary, such as a bank or broker, stockholders must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast, stockholders must submit proof of their proxy power (legal proxy) reflecting their MEI Pharma holdings along with their name and email address to Alliance Advisors, LLC. Requests for registration must be labeled as “Legal Proxy” and be received no later than 11:59 p.m., Eastern Time, on December 15, 2023. Stockholders will receive a confirmation of their registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:


By email:	Forward the email from your broker, or attach an image of your legal proxy to VirtualMeeting@viewproxy.com.

Purposes of the MEI Pharma Annual Meeting

The purposes of the Annual Meeting are:

(1)

To elect three directors to our Board of Directors, to serve until the expiration of their terms in fiscal year 2027 and until their successor is elected and qualified;

(2)

To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclos