Form: DEFA14A

Additional definitive proxy soliciting materials and Rule 14(a)(12) material

April 26, 2024







(Rule 14a-101)


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 Pursuant to §240.14a-12


(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.






SUTRO BIOPHARMA Your Vote Counts! Sutro Biopharma, INC. 2024 Annual Meeting Vote by June 05, 2024 11:59 PM ET SUTRO BIOPHARMA, INC. 111 OYSTER POINT BOULEVARD SOUTH SAN FRANCISO, CALIFORNIA 94080 You invested in SUTRO BIOPHARMA, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on June 06, 2024. Get informed before you vote View the Notice & Proxy Statement, Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 23, 2024. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit, (2) call 1-800-579-1639 or (3) send an email to If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. PV For complete information and to vote, visit Control# Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* June 06, 2024 9:00 AM PDT Virtually at: *Please check the meeting materials for any special requirements for meeting attendance.





Vote at THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends 1. Election of Class III Directors Nominees: For 01) Joseph M. Lobacki 02) Daniel H. Petree For 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. 3. To approve, on a non-binding, advisory basis, the compensation of our named executive officers. For 4. To approve the amendment of our 2018 Employee Stock Purchase Plan (the “ESPP”) to (i) increase the overall limit on the number of shares that may be issued under our ESPP throughout its ten-year term, and (ii) make certain non-substantive clarifying revisions. For Prefer to receive an email instead? While voting on, be sure to click “Sign up for E-delivery”.