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. |
Sage Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 10, 2021. As of April 13, 2021, the record date for the Annual Meeting, there were 58,431,248 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 on April 29, 2021: (i) to elect three directors, Elizabeth Barrett, Geno Germano and Steven Paul, M.D., as Class I directors of the Company to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2024 and until his or her successor has been duly elected and qualified, subject to his or her earlier death, resignation or removal; (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 and (iii) to hold a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers.
At the Annual Meeting, the Company’s shareholders voted on the following proposals:
1. The following nominees were elected to the Company’s Board of Directors as Class I directors for terms expiring at the 2024 annual meeting of stockholders.
| Class I Director Nominee | For | Withheld | Broker Non- Votes |
|||||||||
| Elizabeth Barrett |
36,956,421 | 13,443,633 | 2,250,291 | |||||||||
| Geno Germano |
21,417,816 | 28,982,238 | 2,250,291 | |||||||||
| Steven Paul, M.D. |
11,092,463 | 39,307,591 | 2,250,291 | |||||||||
2. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021 was ratified.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 52,564,179 |
81,693 | 4,473 | 0 |
3. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 33,691,544 |
16,696,177 | 12,333 | 2,250,291 |
No other matters were submitted to or voted on by the Company’s stockholders at the Annual 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: June 10, 2021 | SAGE THERAPEUTICS, INC. | |||||
| By: | /s/ Jennifer Fitzpatrick | |||||
| Jennifer Fitzpatrick | ||||||
| Vice President, Corporate Counsel | ||||||