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  

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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 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)

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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.

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 18, 2021 Your Vote Counts! OCULAR THERAPEUTIX, INC. 2021 Annual Meeting June 18, 2021 8:30 AM EDT Virtual Meeting Site: www.virtualshareholdermeeting.com/OCUL2021 OCULAR THERAPEUTIX, INC. 24 CROSBY DRIVE BEDFORD, MA 01730 D51034-P55020 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. Get informed before you vote View the Notice and Proxy Statement, Form 10K and Shareholder Letter online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 4, 2021. If you would like to request a copy of the material(s) 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 17, 2021 11:59 PM ET Visit ProxyVote.com Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* Vote on June 18, 2021 8:30 AM EDT Visit www.virtualshareholdermeeting.com/OCUL2021 *Please check the meeting materials for any special requirements for meeting attendance. V1 To view the proxy materials and to vote, visit www.ProxyVote.com Control #


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Vote at www.ProxyVote.com 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. Board Recommends Voting Items D51035-P55020 Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. 1. Election of Directors Nominees: 01) Antony Mattessich 02) Charles Warden For 2. To approve an advisory vote on Named Executive Officer Compensation. For 3. To approve the Ocular Therapeutix 2021 Stock Incentive Plan. For 4. To approve the Certificate of Amendment of Ocular Therapeutix’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock. For 5. Ratification of selection of PricewaterhouseCoopers LLP as Ocular Therapeutix’s independent registered public accounting firm for the fiscal year ending December 31, 2021. For NOTE: Such other business as may properly come before the meeting or any adjournment thereof.