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  ☐

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  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

EyePoint Pharmaceuticals, Inc.

(Name of Registrant as Specified in its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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  Fee paid previously with preliminary materials.
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Go to or scan the QR code — login details are located in the shaded bar below.
Votes submitted electronically must be received by 1:00 a.m., Eastern Time, on June 25, 2019.
Stockholder Meeting Notice
Important Notice Regarding the Availability of Proxy Materials for the EyePoint Pharmaceuticals, Inc. Stockholder Meeting to be Held on June 25, 2019
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only 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. The proxy statement and Transition Report on Form 10-K for the six months ended December 31, 2018 are available at:
Easy Online Access — View your proxy materials and vote.
Step 1: Go to Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in.
Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares.
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before June 15, 2019 to facilitate timely delivery.


Stockholder Meeting Notice
EyePoint Pharmaceuticals, Inc.’s Annual Meeting of Stockholders will be held on Tuesday, June 25, 2019 at 480 Pleasant Street, Suite A210, Watertown, Massachusetts 02472, at 9 a.m. (EDT).
Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommend a vote FOR all the director nominees listed in proposal 1 and FOR proposals 2, 3, 4 and 6, and to vote “1 Year” for proposal 5: 1. Election of Directors:
01 - Göran Ando
02 - Nancy Lurker
03 - David J. Mazzo
04 - Douglas Godshall
05 - Jay Duker
06 - Kristine Peterson
07 - Ronald W. Eastman
08 - John B. Landis
09 - David Guyer
2. Approval of an amendment to the EyePoint Pharmaceuticals, Inc. 2016 Long-Term Incentive Plan to increase the number of shares authorized for issuance by 11,000,000.
3. Approval of the EyePoint Pharmaceuticals, Inc. 2019 Employee Stock Purchase Plan.
4. Approval on an advisory basis of compensation paid to EyePoint Pharmaceuticals, Inc.’s named executive officers.
5. Approval on an advisory basis on the frequency of advisory stockholder votes on compensation paid to named executive officers.
6. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.
Here’s how to order a copy of the proxy materials and select delivery preferences:
Current and future delivery requests can be submitted using the options below.
If you request an email copy, you will receive an email with a link to the current meeting materials.
PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.
— Internet – Go to Click Cast Your Vote or Request Materials.
— Phone – Call us free of charge at 1-866-641-4276.
— Email – Send an email to with “Proxy Materials EyePoint Pharmaceuticals, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.
To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by June 15, 2019.