ANIKA THERAPEUTICS, INC.
SUPPLEMENT TO PROXY STATEMENT FOR
THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 18, 2026
June 1, 2026
On April 28, 2026, Anika Therapeutics, Inc. (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) for its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Thursday, June 18, 2026, at 8:30 a.m. Eastern time. You may participate in the Annual Meeting, including casting votes and asking questions, by accessing a live webcast at virtualshareholdermeeting.com/ANIK2026. This supplement (this “Supplement”) to the Proxy Statement amends and supplements the Proxy Statement as filed and should be read in conjunction with the Proxy Statement.
Proposal 4 (the “Plan Proposal”) of the Proxy Statement requests that the Company’s stockholders approve the sixth amendment and restatement of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (the “Seventh Amended Plan”), which Seventh Amended Plan was approved by the Company’s Board of Directors on April 26, 2026. After making the Proxy Statement available to stockholders, the Company was informed by Institutional Shareholder Services (“ISS”) that the Seventh Amended Plan received an unfavorable recommendation, in part because ISS has estimated that the Seventh Amended Plan is estimated to be excessively dilutive. In calculating dilution for the Seventh Amended Plan, ISS based its estimate in part on stock options outstanding as part of the calculation of shares subject to the Sixth Amended Plan as of April 21, 2026 as set forth in the Proxy Statement on page 89, which, total Stock Options Outstanding amount of 2,231,740 shares includes 476,221 shares underlying stock appreciation rights (“SARs”) that the Company can settle in cash or stock at the Company’s election. In order to clarify this disclosure, the Company is amending and restating the table included on page 89 of the Proxy Statement to exclude the shares underlying these SARs from the total amount. Other than as set forth below, the Company is not changing or supplementing any of the other information in the Proxy Statement.
Shares Subject to the Plan
The following table summarizes information regarding awards outstanding and shares of our common stock remaining available for grant under the Sixth Amended Plan as of April 21, 2026:
| | | |
Stock Options Outstanding(1) | | | 2,231,740 |
Weighted Average Exercise Price of Stock Options Outstanding | | | $27.15 |
Weighted Average Remaining Term of Stock Options Outstanding | | | 6.19 |
Full Value Awards Outstanding (RSAs, RSUs and PSUs)(2) | | | 342,713 |
Shares Available for Grant under the Sixth Amended Plan(3) | | | 318,707 |
Shares Available for Grant under the 2021 Inducement Plan | | | 67,600 |
| | | |
(1)
| Stock Options Outstanding includes 476,221 shares underlying Stock Appreciation Rights (SARs) granted in 2026 which may be settled in cash or stock at the Company’s election. |
(2)
| The Phantom RSUs and Phantom PRSUs granted in 2024, 2025 and 2026 have been recorded by the Company as a liability due to the current expectation that the Company will settle some or all of the Phantom RSU and Phantom PRSU awards in cash due to a potential shortage of shares in the 2017 Plan at the time of vesting, and are not included. |
(3)
| Shares Available for Grant under the Sixth Amended Plan assumes that all 476,221 shares underlying SARs granted in 2026 will be settled in shares. The Seventh Amended Plan will continue to employ a “fungible” plan design that assigns a higher cost to “full-value” awards (all awards other than stock options and stock appreciation rights) by reducing the share pool on a greater than one-for-one basis when full-value shares are granted. Consistent with the terms of the Original Plan and each of the First, Second, Third, Fourth, Fifth, and Sixth Amended Plans, we have maintained a fungible rate of 2.0 common shares per full-value award in the Seventh Amended Plan. |
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AMENDMENT OF THE SIXTH AMENDED PLAN IN THE FORM OF THE SEVENTH AMENDED PLAN ATTACHED AS APPENDIX A TO THIS PROXY STATEMENT.
Any vote “FOR” or “AGAINST” Proposal 4 for approval of the Amendment of the Sixth Amended Plan in the Form of the Seventh Amended Plan attached as Appendix A to the Proxy Statement using the proxy materials previously furnished by the Company (or a beneficial owner’s broker, bank, or other nominee) will continue to be counted as a vote “FOR” or “AGAINST” such proposal.