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


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 under §240.14a-12

Ocular Therapeutix, 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


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Your Vote Counts!

OCULAR THERAPEUTIX, INC.

24 CROSBY DRIVE

BEDFORD, MA 01730

OCULAR THERAPEUTIX, INC.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 16, 2022

2022 Annual Meeting

June 16, 2022 8:30 AM ET

Virtual Meeting Site:

www.virtualshareholdermeeting.com/CUL2022

You invested in OCULAR THERAPEUTIX, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting.

*Please check the meeting materials for any special requirements for meeting attendance.

Smartphone users

Point your camera here and vote without entering a control number

V1.1

To view the proxy materials and to vote, visit www.ProxyVote.com

Control #

D83898-P72828

Get informed before you vote

View the Notice and Proxy Statement, Form 10-K and Shareholder Letter online OR you can receive a free paper or email copy of the materials by requesting prior to June 2, 2022 to ensure timely delivery. If you would like to request a copy of the materials for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. 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.

Vote in Advance of the Meeting

Vote by June 15, 2022 11:59 PM ET.

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Vote Virtually at the Meeting*

June 16, 2022

8:30 AM ET

Visit www.virtualshareholdermeeting.com/OCUL2022


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THIS IS NOT A VOTABLE BALLOT

This is an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. Please follow the instructions on the reverse side to vote these important matters.

Vote at www.ProxyVote.com

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Voting Items

Board Recommends

D83899-P72828

01) Seung Suh Hong, Ph.D.

02) Richard L. Lindstrom, M.D.

03) Leslie J. Williams

1. To elect three Class II directors, each to serve until the 2025 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.

Nominees:

2. To approve an advisory vote on named executive officer compensation.

4. To ratify the selection of PricewaterhouseCoopers LLP as Ocular Therapeutix’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

3. To approve an amendment to the Ocular Therapeutix, Inc. 2021 Stock Incentive Plan to increase the number of shares of common stock issuable thereunder by 3,600,000 shares.

NOTE: The shares represented by the proxy will be voted by the proxy holders, in their discretion, upon such other business as may properly come before the meeting or any adjournment thereof.

For

For

For

For