UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant
to Section 14(a) of the
Securities Exchange
Act of 1934
Filed by the Registrant
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (As Permitted by Rule
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Actinium Pharmaceuticals,
Inc.
(Name of Registrant
as Specified in Its Charter)
N/A
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
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Actinium
Pharmaceuticals, Inc.
Supplement to the Proxy Statement
For the Annual Meeting of Stockholders
To be Held on November 9, 2021
EXPLANATORY
NOTE
On
October 18, 2021, Actinium Pharmaceuticals, Inc. (“Actinium” or the “Company”) filed with the Securities
and Exchange Commission its definitive proxy statement (the “Proxy Statement”) for its annual meeting of stockholders to
be held on November 9, 2021 at 9:30 a.m. E.T. (the “Annual Meeting”).
On November 4, 2021,
the Board of Directors of the Company, or the Board, approved the reconstitution of the Corporate Governance Committee as the Nominating
and Corporate Governance Committee. In connection with the reconstitution, the Board adopted a new charter for the Nominating and Corporate
Governance Committee defining its purposes and responsibilities.
The Company is voluntarily
supplementing the Proxy Statement with the information provided in this supplement to the Proxy Statement (this “Supplement”)
to describe the purposes and responsibilities of the new Nominating and Corporate Governance Committee.
Any
proxies submitted by stockholders before the date of this Supplement will be voted as instructed on those proxies, unless a stockholder
changes his or her vote by submitting a later dated proxy. Stockholders should follow the instructions described in the Proxy Statement
regarding how to submit proxies or vote at the Annual Meeting.
THIS
SUPPLEMENT SHOULD BE READ
IN CONJUNCTION WITH THE PROXY STATEMENT.
This
supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Section references
in the below disclosures are to sections in the Proxy Statement, and defined terms used but not defined herein have the meanings set
forth in the Proxy Statement. To the extent the following information differs from or conflicts with the information contained in the
Proxy Statement, the information set forth below shall be deemed to supersede the respective information in the Proxy Statement. Except
as described above, this Supplement to the Proxy Statement does not modify, amend, supplement or otherwise affect the Proxy Statement.
Supplemental
Disclosure
Proxy
Statement
The
text under the heading “Committees of the Board of Directors” is amended and restated as follows (new text in bold and underline):
Committees
of the Board of Directors
Our
Board has formed three standing committees: Audit, Compensation and Nominating and Corporate Governance. Actions taken
by our committees are reported to the full Board. Each of our committees has a charter and each charter is posted on our website.
Audit
Committee
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Compensation
Committee
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Nominating and
Corporate Governance Committee
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Richard I. Steinhart*
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David Nicholson*
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Ajit S. Shetty*
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Jeffrey W. Chell
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Jeffrey W. Chell
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David Nicholson
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Ajit S. Shetty
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Ajit S. Shetty
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Richard I. Steinhart
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Indicates committee chair
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The
text under the headings “Corporate Governance Committee” and “Nominating Committee” is amended and restated as
follows:
Corporate
Governance Committee
On
November 4, 2021, the Corporate Governance Committee of the Board was reconstituted as the Nominating and Corporate Governance Committee.
For a description of the Nominating and Corporate Governance Committee, see the subsection titled “—Nominating and Corporate
Governance Committee” below. Prior to that date, the Corporate Governance Committee consisted of three directors and was responsible
for monitoring our corporate governance system. The Corporate Governance Committee met one time during 2020.
Nominating
and Corporate Governance Committee
Our Nominating and Corporate Governance Committee
is composed of Ajit S. Shetty (Chairman), David Nicholson, and Richard I. Steinhart. Our Board has determined that each member of our
Nominating and Corporate Governance Committee qualifies as an “independent” member of the Board as defined by the rules and
regulations of the SEC and the NYSE American. The Nominating and Corporate Governance Committee was formed on November 4, 2021.
The Nominating and Corporate
Governance Committee is charged with the responsibility of reviewing our corporate governance policies and proposing potential director
nominees to the Board for consideration. Our Nominating and Corporate Governance Committee’s primary responsibilities and obligations
are set forth in the Nominating and Corporate Governance Committee Charter, which is available on our website at www.actiniumpharma.com
in the “Governance” section found under the “Investors” tab, and include, among other things:
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overseeing the administration of our Code of Business Ethics and Conduct
and related policies;
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leading the search for and recommending individuals qualified to become
members of the Board, and selecting director nominees to be presented for election by the shareholders at each annual meeting;
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ensuring, in cooperation with the Compensation Committee, that no agreements
or arrangements are made with directors or relatives of directors for providing professional or consulting services to us or our
affiliate or individual officer or one of their affiliated, without appropriate review and evaluation for conflicts of interest;
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ensuring that Board members do not serve on more than six other for-profit
public company boards that have a class of securities registered under the Exchange Act in addition to the Board;
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reviewing the Board’s committee structure and to recommend
to the Board for its approval directors to serve as members of each committee as well as recommendations for committee chairs;
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reviewing recommendations received from shareholders for persons to be
considered for nomination to the Board;
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monitoring compliance with our corporate governance guidelines;
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developing and implementing an annual self-evaluation of the Board, both
individually and as a Board, and of its committees;
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reviewing and recommending changes to procedures whereby shareholders
may communicate with the Board;
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assessing the independence of directors annually and report to the
Board; and
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recommending to the Board for its approval, the leadership structure
of the Board, including whether the Board should have an executive or non-executive Chairman, whether the roles of Chairman and Chief
Executive Officer should be combined, and whether a Lead Director of the Board should be appointed; provided that such structure shall
be subject to the bylaws of the Company then in effect.
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Our
Nominating and Corporate Governance Committee considers all qualified candidates identified by members of the Board, by senior management
and by stockholders. The committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders,
members of the Board and members of senior management. When evaluating a candidate to serve on our Board, the members of our Nominating
and Corporate Governance Committee consider items such as experience in the biotechnology sector, experience with public companies, executive
managerial experience, operations and commercial experience, fundraising experience and contacts in the investment banking industry,
personal and skill set compatibility with current Board members, industry reputation, knowledge of our company generally, and independence.
Our
Amended and Restated Bylaws, as amended (the “Bylaws”) contains provisions that address the process by which a stockholder
may nominate an individual to stand for election to the Board at our annual meetings. To recommend a nominee for election to the Board,
a stockholder must submit his or her recommendation to our Secretary at our corporate offices at 275 Madison Avenue, 7th Floor, New York,
New York 10016. Such nomination must satisfy the notice, information and consent requirements set forth in our Bylaws and must be received
by us prior to the date set forth under “Submission of Future Stockholder Proposals” below. A stockholder’s recommendation
must be accompanied by the information with respect to stockholder nominees as specified in our Bylaws, including among other things,
the name, age, address and occupation of the recommended person, the proposing stockholder’s name and address, the ownership interests
of the proposing stockholder and any beneficial owner on whose behalf the nomination is being made (including the number of shares beneficially
owned, any hedging, derivative, short or other economic interests and any rights to vote any shares) and any material monetary or other
relationships between the recommended person and the proposing stockholder and/or the beneficial owners, if any, on whose behalf the
nomination is being made.
Our
approach toward Board diversity takes into consideration the overall composition and diversity of the Board and areas of expertise that
director nominees may be able to offer, including business experience, knowledge, abilities, customer relationships and appropriate perspectives
on environmental, social and governance matters. Generally, we strive to assemble and maintain a Board that brings to us a variety of
perspectives and skills derived from business and professional experience as we may deem are in our and our stockholders’ best
interests. In doing so, we also consider candidates with appropriate non-business backgrounds.
In
the section titled “Background of Executive Officers and Directors,” all references to the Corporate Governance Committee
should be taken to mean the Nominating and Corporate Governance Committee.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON November 9, 2021:
This supplement, the Proxy Statement, the
proxy card and the Company’s 2020 Annual Report are available at www.viewproxy.com/actiniumpharma/2021. Additionally, you can find
a copy of the Company’s Annual Report on Form 10-K on the website of the SEC at www.sec.gov.
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