View:
United States securities and exchange commission logo
March 10, 2023
Phillip Torrence
Partner
Honigman LLP
650 Trade Centre Way, Suite 200
Kalamazoo, MI 49002
Re: Zevra Therapeutics,
Inc.
Preliminary Proxy
Statement on Schedule 14A filed by Daniel Mangless
Filed March 3, 2023
File No. 001-36913
Dear Phillip Torrence:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed March 3, 2023
General
1. Please note that the
correct EDGAR tag for the initial filing would have been PREC14A,
rather than PREN14A.
Please use correct tags in the future, including PRRN14A for an
amended preliminary
filing.
2. Please switch the order
of Proposals 2 and 3, so that they track the order found in the
Company's proxy
statement.
3. Please provide the
information for Daniel J. Mangless required by Item 5(b)(1)(ii), (viii),
and (xii) of Schedule
14A. For the participant nominees, please provide the disclosure
required by Item
5(b)(1)(viii) and (xii) of Schedule 14A.
4. We note the references
to votes "withheld" on pages 14 and 19. However, with respect to
proposals 2 and 3,
there is no "WITHHOLD" voting option. Please revise, or advise.
Phillip Torrence
FirstName
Honigman LastNamePhillip Torrence
LLP
Comapany
March NameHonigman LLP
10, 2023
March2 10, 2023 Page 2
Page
FirstName LastName
5. We note the following disclosure on page 5: "Your broker cannot vote
your shares of
Common Stock on non-routine matters on your behalf without your
instructions." To
avoid confusion, please clarify the disclosure so as to avoid the
implication that certain
matters may be non-routine in these circumstances. It is our
understanding that brokers
who receive and pass along your soliciting materials to their
beneficial owner clients will
not have any discretionary authority to vote the relevant underlying
shares in the absence
of instructions from the relevant beneficial owners. Please revise the
disclosure, or
advise.
6. We note the disclosure at the bottom of page 15 regarding the
recommendation and
intended voting with respect to Proposal 3. Such disclosure is
inconsistent with related
disclosure with respect to Proposal 3 that appears on the proxy card.
Please reconcile and
ensure consistent treatment throughout the proxy statement and proxy
card.
Reasons for Our Solicitation, page 8
7. We note the disclosure at the bottom of page 10 regarding the
possibility of additional or
substitute nominees. Please qualify such disclosure by referring to
limits that may apply
to the Proponent's approach in this regard as a result of the
Company's organizational
documents or applicable law, as has been disclosed elsewhere on pages
13 and 31.
Additional Participant Information, page 21
8. We note the reference to Rule 14a-19(b)(3) on page 21. It appears that
the reference
should be to Rule 14a-19(a)(3). Please revise accordingly, or advise.
Appendix B, page 25
9. Please clarify the meaning of "Transfer" for the action taken on March
1, 2021.
Proxy Card, page 31
10. Please mark the proxy card as preliminary. See Rule 14a-6(e)(1).
11. Please describe the treatment of proxies voted for too few nominees.
See Rule 14a-
19(e)(7). In this regard, the existing disclosure on page 18 with
respect to an undervote
may be repeated here.
12. Please provide a more detailed description of the bylaw repeal
proposal.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Phillip Torrence
Honigman LLP
March 10, 2023
Page 3
Please direct any questions to Michael Killoy at (202) 551-7576 or David
Plattner at
(202) 551-8094.
FirstName LastNamePhillip Torrence Sincerely,
Comapany NameHonigman LLP
Division of
Corporation Finance
March 10, 2023 Page 3 Office of Mergers &
Acquisitions
FirstName LastName