Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 5, 2019



Sage Therapeutics, Inc.

(Exact name of registrant as specified in its charter)




DELAWARE   001-36544   27-4486580

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


215 First Street

Cambridge, MA

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (617) 299-8380

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading symbol(s)


Name of each exchange on which

Common Stock, par value $0.0001 per share   SAGE   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

Sage Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 5, 2019. As of April 8, 2019, the record date for the Annual Meeting, there were 51,052,520 outstanding shares of the Company’s common stock. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 25, 2019: (i) to elect three directors, Kevin P. Starr, James M. Frates and George Golumbeski, Ph.D., as Class II directors of the Company to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2022 and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal (“Proposal 1”), (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (“Proposal 2”) and (iii) to hold a nonbinding advisory vote to approve the compensation paid to the Company’s named executive officers (“Proposal 3”).

The Company’s stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for Class II directors as follows:


Class II Director Nominee






Broker Non-Votes

Kevin P. Starr

  34,897,875   10,124,725   2,073,881

James M. Frates

  35,474,195   9,548,405   2,073,881

George Golumbeski, Ph.D.

  44,789,251   233,349   2,073,881

The Company’s stockholders approved to ratify the appointment of PricewaterhouseCoopers LLP in Proposal 2. The votes cast at the Annual Meeting were as follows:








Broker Non-Votes

47,080,690   11,715   4,076   0

The Company’s stockholders approved, on a nonbinding advisory basis, the compensation of the named executive officers in Proposal 3. The votes cast at the Annual Meeting were as follows:








Broker Non-Votes

44,332,822   680,835   8,943   2,073,881

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

*     *      *


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: June 6, 2019     By:   /s/ Anne Marie Cook

Anne Marie Cook

Senior Vice President, General Counsel