UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Sage Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 10, 2024. At the Annual Meeting, the Company’s stockholders approved the Sage Therapeutics, Inc. 2024 Equity Incentive Plan (the “2024 Plan”), which had previously been adopted by the Company’s board of directors (the “Board”) subject to stockholder approval.
A description of the material terms and conditions of the 2024 Plan is contained on pages 36 to 46 of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 24, 2024 (the “Definitive Proxy Statement”), and is incorporated herein by reference. This description of the 2024 Plan is qualified in its entirety by reference to the complete text of the 2024 Plan, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
As of April 16, 2024, the record date for the Annual Meeting, there were 60,182,031 outstanding shares of the Company’s common stock. The Company’s stockholders voted on the following matters at the Annual Meeting, which are described in detail in the Definitive Proxy Statement: (i) to elect two directors, Elizabeth Barrett and Geno Germano, 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 2027 and until her or his successor has been duly elected and qualified, subject to her or his 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, 2024; (iii) to hold a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers; and (iv) to approve the 2024 Plan.
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
| 1. | The following nominees were elected to the Company’s Board as Class I directors for terms expiring at the 2027 annual meeting of stockholders. |
| Class I Director Nominee | For | Withheld | Broker Non- Votes |
|||||||||
| Elizabeth Barrett |
27,582,793 | 22,463,987 | 3,358,174 | |||||||||
| Geno Germano |
26,917,776 | 23,129,004 | 3,358,174 | |||||||||
| 2. | The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024, was ratified. |
| For |
Against |
Abstain | ||
| 52,272,319 | 1,106,440 | 26,195 |
| 3. | A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 47,705,636 | 2,299,792 | 41,352 | 3,358,174 |
| 4. | The 2024 Plan was approved. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 34,334,451 | 15,678,289 | 34,040 | 3,358,174 |
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Sage Therapeutics, Inc. 2024 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-36544), filed on April 24, 2024). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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 11, 2024 | SAGE THERAPEUTICS, INC. | |||||
| By: | /s/ Anne Marie Cook | |||||
| Anne Marie Cook | ||||||
| Senior Vice President, General Counsel | ||||||