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Other preliminary proxy statements

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

x Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

ARGOS THERAPEUTICS, 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):

x No fee required.

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

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:

¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(2) Form, Schedule or Registration Statement No.:

ARGOS THERAPEUTICS, INC.

4233 Technology Drive

Durham, North Carolina 27704

(919) 287-6300

NOTICE OF 2016 ANNUAL MEETING OF

STOCKHOLDERS

To Be Held On June 10, 2016

To our Stockholders:

NOTICE IS HEREBY GIVEN that the 2016 annual meeting of stockholders of Argos Therapeutics, Inc. will be held on Friday, June 10, 2016 at 10:00 a.m., Eastern Daylight Time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 7 World Trade Center, 250 Greenwich Street, New York, NY 10007.

At the 2016 annual meeting, stockholders will consider and vote on the following matters:

1. The election of two class II directors, each to serve for a three-year term expiring at the 2019 annual meeting of stockholders;
2.

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016;

3. The issuance and sale of shares of our common stock to Pharmstandard International S.A. in accordance with Nasdaq listing rules 5635(c) and (d), as described under proposal three (proposal 3) in the accompanying proxy statement; and
4. The transaction of any other business that may properly come before the 2016 annual meeting or any adjournment thereof.

Stockholders of record at the close of business on April 15, 2016 are entitled to vote at the 2016 annual meeting.

We have elected to provide our stockholders with access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the internet increases the ability of our stockholders to access the information they need, while reducing the environmental impact of our 2016 annual meeting. Accordingly, on or about April 29, 2016, we are mailing a Notice of Internet Availability of Proxy Materials to all stockholders of record on our books at the close of business on April 15, 2016, the record date for the 2016 annual meeting, and posting our proxy materials, together with an annual report consisting of our Annual Report on Form 10-K for the year ending December 31, 2015 and other information required by the rules of the Securities and Exchange Commission, on the following website: http://www.envisionreports.com/ARGS . As more fully described in the Notice, stockholders may choose to access our proxy materials on the website or may request to receive a printed set of our proxy materials free of charge. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a stockholder of record, you may vote in one of the following ways:

Vote over the Internet , by going to www.envisionreports.com/ARGS (have your Notice or proxy card in hand when you access the website);
Vote by Telephone , by calling the toll-free number 1-800-652-8683 (have your Notice or proxy card in hand when you call);
Vote by Mail , by returning the accompanying proxy card (signed and dated); or

If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

We encourage all stockholders to attend the 2016 annual meeting in person. Whether or not you plan to attend the 2016 annual meeting in person, we encourage you to read the accompanying proxy statement and submit your proxy or voting instructions as soon as possible.

Thank you for your ongoing support and continued interest in Argos Therapeutics, Inc.

Very truly yours,

Jeffrey D. Abbey

President and Chief Executive Officer

Durham, North Carolina

April 29, 2016

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting

to be Held on June 10, 2016:

Our proxy statement and our 2015 annual report to stockholders are available for viewing, printing and downloading at http://www.envisionreports.com/ARGS.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 6
Section 16(a) Beneficial Ownership Reporting Compliance 8
PROPOSAL 1 - ELECTION OF DIRECTORS 9
Directors and Nominees for Directors 9
Information About our Directors 9
Nominees for Election as Class II Directors 9
Directors Continuing in Office 10
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 12
Audit Fees and Services 12
AUDIT COMMITTEE REPORT 13
PROPOSAL 3 – APPROVE POTENTIAL ISSUANCE AND SALE 14
Overview 14
Registration Rights Agreement 15
Voting Rights 15
Nasdaq Stockholder Approval Requirement 15
CORPORATE GOVERNANCE 17
General 17
Corporate Governance Guidelines 17
Board Leadership Structure 17
Director Independence 18
Board and Committee Meetings 19
Director Nomination Process 21
Communications from Stockholders 21
Oversight of Risk 22
Code of Business Conduct and Ethics 22
Compensation Committee Interlocks and Insider Participation 22
Director Compensation 22
Executive Officers of Argos Therapeutics, Inc. 24
TRANSACTIONS WITH RELATED PERSONS 26
Participation in our PIPE Financing 26
Indemnification Agreements 28
Policies and Procedures for Related Person Transactions 28
EXECUTIVE COMPENSATION 30
Summary Compensation Table 30
Outstanding Equity Awards at December 31, 2015 33
Agreements with our Named Executive Officers 34
401(k) Retirement Plan 35
STOCKHOLDER PROPOSALS 36

4233 TECHNOLOGY DRIVE

DURHAM, NORTH CAROLINA 27704

(919) 287-6300

PROXY STATEMENT

2016 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 10, 2016

This proxy statement and the accompanying proxy card are being furnished in connection with the solicitation of proxies by the board of directors of Argos Therapeutics, Inc. for use at the 2016 annual meeting of stockholders of Argos Therapeutics, Inc. to be held on Friday, June 10, 2016 at 10:00 a.m., Eastern Daylight Time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 7 World Trade Center, 250 Greenwich Street, New York, NY 10007, and at any adjournment thereof. You may obtain directions to the location of the 2016 annual meeting by contacting our Investor Relations department at 4233 Technology Drive, Durham, North Carolina 27704. Except where the context otherwise requires, references to “Argos Therapeutics,” “we,” “us,” “our” and similar terms refer to Argos Therapeutics, Inc. and its consolidated subsidiary.

On April 29, 2016, we are mailing a Notice of Internet Availability of Proxy Materials, or the Notice, to our stockholders of record as of April 15, 2016, other than to those stockholders who previously requested electronic or paper delivery of proxy materials. The Notice directs stockholders to a website where they can access our proxy materials, including this proxy statement and the accompanying proxy card and our 2015 annual report to stockholders. Through this website, stockholders may also view instructions regarding how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive paper copies of our proxy materials or to receive our proxy materials electronically, you will continue to receive access to those materials through the method you requested until you elect otherwise.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 10, 2016:

This proxy statement and our 2015 annual report to stockholders are available for viewing, printing and downloading at http://www.envisionreports.com/ARGS.

You may request a copy of the materials relating to our 2016 annual meeting, including this proxy statement and form of proxy for our 2016 annual meeting and our Annual Report on Form 10-K for the year ended December 31, 2015 by contacting our investor relations department at the address below.

A copy of our Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the Securities and Exchange Commission, other than exhibits, will be furnished without charge to any stockholder upon written or oral request to:

Argos Therapeutics, Inc., Attention: Investor Relations

4233 Technology Drive, Durham, North Carolina 27704

If you would like us to send you a copy of any of the exhibits listed on the exhibit index of our Annual Report on Form 10-K for the year ended December 31, 2015, we will do so upon your payment of our reasonable expenses in furnishing a requested exhibit. Our Annual Report on Form 10-K for the year ended December 31, 2015 is also available on the SEC’s website at http://www.sec.gov.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Q: Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials this year instead of a full set of proxy materials?
A: In accordance with rules adopted by the SEC, we may furnish proxy materials, including this proxy statement and our 2015 annual report to stockholders, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to our stockholders, will instruct you as to how you may access and review all of the proxy materials on the internet. The Notice also instructs you as to how you may submit your proxy on the internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
Q. What is the purpose of the 2016 annual meeting?
A. At the 2016 annual meeting, stockholders will consider and vote on the following matters:
1. The election of two class II directors, each to serve for a three-year term expiring at the 2019 annual meeting of stockholders (proposal 1);
2.

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016 (proposal 2);

3. The approval of the issuance and sale of shares of our common stock to Pharmstandard International S.A., or Pharmstandard, in accordance with Nasdaq listing rules 5635(c) and (d), as described under proposal three (proposal 3) below; and
4. The transaction of any other business that may properly come before the meeting or any adjournment thereof.
Q. Who can vote at the 2016 annual meeting?
A. To be entitled to vote, you must have been a stockholder of record at the close of business on April 15, 2016, the record date for our 2016 annual meeting. There were [•] shares of our common stock outstanding and entitled to vote at the 2016 annual meeting as of the record date.
Q. How many votes do I have?
A. Each share of our common stock that you own as of the record date will entitle you to one vote on each matter considered at the 2016 annual meeting.
Q. How do I vote?
A. If you are the “record holder” of your shares, meaning that your shares are registered in your name in the records of our transfer agent, Computershare Trust Company, N.A., you may vote your shares at the meeting in person or by proxy as follows:
(1) Over the Internet: You may vote over the internet by following the instructions provided in the Notice or proxy card. If you vote over the internet, you do not need to complete and mail a proxy card or vote by telephone.
(2) By Telephone: Stockholders located in the United States may vote by calling the toll-free number 1-800-652-8683 (have your Notice or proxy card in hand when you call). If you vote by telephone, you do not need to complete and mail a proxy card or vote over the internet.
(3) By Mail: If you requested and received printed copies of your proxy materials by mail, you may vote by mail by marking, dating, signing and mailing the proxy card in the envelope provided. If you vote by mail, you do not need to vote over the internet or by telephone.
(4) In Person at the Meeting: If you attend the 2016 annual meeting, you may vote by delivering your completed proxy card in person or you may vote by completing a ballot, which we will provide to you at the meeting.

Your proxy will only be valid if you complete and return the proxy card, vote by telephone or vote over the internet at or before the 2016 annual meeting. The persons named in the proxy card will vote the shares you own in accordance with your instructions on your proxy card, in your vote by telephone or in your vote over the internet. If you return the proxy card, vote by telephone or vote over the internet, but do not give any instructions on a particular matter described in this proxy statement, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our board of directors.

If your shares are held in “street name,” meaning they are held for your account by an intermediary, such as a broker, then although you are deemed to be the beneficial owner of your shares, the broker that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the broker that holds your shares. In order to vote your shares, you will need to follow the instructions that your broker provides you. Many brokers solicit voting instructions over the internet or by telephone.

If you do not give instructions to your broker, it will still be able to vote your shares with respect to certain “discretionary” items. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (proposal 2) is considered a discretionary item. Accordingly, your broker may vote your shares in its discretion with respect to that matter even if you do not give instructions.

However, under applicable stock exchange rules that regulate voting by registered brokerage firms, the election of our nominees to serve as class II directors (proposal 1) and approval of the issuance and sale of shares of our common stock to Pharmstandard in accordance with Nasdaq listing rules 5635(c) and (d), as described under proposal three (proposal 3) below, are not considered to be discretionary items. Accordingly, if you do not give voting instructions on these proposals, your broker may not vote your shares with respect to these matters and your shares will be counted as “broker non-votes” with respect to these proposals. A “broker non-vote” occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have or did not exercise discretionary authority to vote on the matter and has not received voting instructions from its clients.

Regardless of whether your shares are held in street name, you are welcome to attend the meeting. You may not vote shares held in street name in person at the meeting, however, unless you obtain a proxy, executed in your favor, from the holder of record ( i.e. , your broker).

Q. Can I change my vote?
A. If your shares are registered directly in your name, you may revoke your proxy and change your vote at any time before the vote is taken at the 2016 annual meeting. To do so, you must do one of the following:
(1) Vote over the internet or by telephone as instructed above. Only your latest internet or telephone vote is counted.
(2) Sign and return a new proxy card. Only your latest dated proxy card will be counted.
(3) Attend the 2016 annual meeting and vote in person as instructed above. Attending the 2016 annual meeting will not alone revoke your internet vote, telephone vote or proxy card submitted by mail, as the case may be.
(4) Give our corporate secretary written notice before or at the meeting that you want to revoke your proxy.

If your shares are held in “street name,” your bank or brokerage firm should provide you with instructions for changing your vote.

Q. How many shares must be represented to have a quorum and hold the 2016 annual meeting?
A. A majority of our shares of common stock outstanding at the record date must be present in person or represented by proxy to hold the 2016 annual meeting. This is called a quorum. For purposes of determining whether a quorum exists, we count as present any shares that are voted over the internet, by telephone, by completing and submitting a proxy by mail or that are represented in person at the meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares held in “street name” by brokers who indicate on their proxies that they do not have authority to vote those shares. If a quorum is not present, we expect to adjourn the 2016 annual meeting until we obtain a quorum.
Q. What vote is required to approve each matter and how are votes counted?
A. Proposal 1—Elect Class II Directors

A nominee will be elected as a director at the 2016 annual meeting if the nominee receives a plurality of the votes cast “for” the applicable seat on the board of directors.

Proposal 2—Ratification of the Appointment of Independent Registered Public Accounting Firm

The affirmative vote of the holders of shares of common stock representing a majority of the votes cast on the matter is required for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ended December 31, 2016.

Proposal 3 – Approval of the issuance and sale of shares of our common stock to Pharmstandard in accordance with Nasdaq listing rules 5635(c) and (d), as described under proposal 3

The affirmative vote of the holders of shares of common stock representing a majority of the votes cast on the matter is required for the approval of the issuance and sale of shares of our common stock to Pharmstandard.

Shares which abstain from voting and “broker non-votes” with respect to a matter will not be counted as votes in favor of such matter, and will also not be counted as shares voting on such matter. Accordingly, abstentions and “broker non-votes” will have no effect on the voting on the proposals referenced above.

Q. How does the board of directors recommend that I vote on the proposals?
A. Our board of directors recommends that you vote:

FOR the election of the two nominees to serve as class II directors, each for a three-year term;

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016; and

FOR the approval of the issuance and sale of shares of our common stock to Pharmstandard in accordance with Nasdaq listing rules 5635(c) and (d), as described under proposal three (proposal 3) below.

Q. Are there other matters to be voted on at the 2016 annual meeting?
A. We do not know of any matters that may come before the 2016 annual meeting other than the election of our class II directors, the ratification of the appointment of our independent registered public accounting firm and the approval of the issuance and sale of shares of our common stock to Pharmstandard in accordance with Nasdaq listing rules 5635(c) and (d), as described under proposal three (proposal 3) below. If any other matters are properly presented at the 2016 annual meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their judgment on the matter.
Q. Where can I find the voting results?
A. We plan to announce preliminary voting results at the 2016 annual meeting and will report final voting results in a Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, within four business days following the end of our 2016 annual meeting.
Q. What are the costs of soliciting these proxies?
A. We will bear the costs of soliciting proxies. In addition to solicitation by mail, our directors, officers and employees may solicit proxies by telephone, e-mail, facsimile and in person without additional compensation. We may reimburse brokers or persons holding stock in their names, or in the names of their nominees, for their expenses in sending proxies and proxy material to beneficial owners.
Q. Are annual meeting materials householded?
A.

Some brokers and...


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