UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On January 31, 2024, Sage Therapeutics, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of December 15, 2023, the record date for the Special Meeting, there were 60,032,854 outstanding shares of the Company’s common stock. A total of 48,984,321 shares of the Company’s common stock were present in person or represented by proxy at the Special Meeting, representing approximately 81.59% of the combined voting power of the Company’s outstanding common stock as of the record date. The Company’s stockholders voted on the following proposals at the Special Meeting, which are described in detail in the Definitive Proxy Statement for the Special Meeting filed with the U.S. Securities and Exchange Commission on December 19, 2023.
Proposal 1: The stockholders approved a one-time stock option exchange program for non-executive officer employees of the Company (the “Option Exchange Proposal”).
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 48,262,593 | 665,774 | 55,954 | 0 |
Proposal 2: The stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Option Exchange Proposal.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 43,566,715 | 5,375,352 | 42,254 | 0 |
No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 31, 2024 | SAGE THERAPEUTICS, INC. | |||||
| By: | /s/ Jennifer Fitzpatrick | |||||
| Jennifer Fitzpatrick | ||||||
| Vice President, Corporate Counsel | ||||||