| 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 16, 2022. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2014 Employee Stock Purchase Plan, as amended to date (the “2014 ESPP” and, as further amended as described below, the “Amended 2014 ESPP”), which amendment 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 Amended 2014 ESPP is set forth under the heading “Proposal 5: Amendment to the 2014 Employee Stock Purchase Plan” in the Company’s Definitive Proxy Statement for the 2022 Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 28, 2022 (the “Definitive Proxy Statement”), and is incorporated herein by reference. This description of the Amended 2014 ESPP is qualified in its entirety by reference to the complete text of the Amended 2014 ESPP, 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 19, 2022, the record date for the Annual Meeting, there were 59,066,149 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 three directors, James Frates, George Golumbeski, Ph.D., and Kevin Starr, 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 2025 and until his successor has been duly elected and qualified, subject to 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, 2022; (iii) to hold a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers; (iv) to hold a non-binding advisory vote to determine the frequency of future stockholder advisory votes on the compensation paid to the Company’s named executive officers; and (v) to approve an amendment to the Company’s 2014 ESPP to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 300,000 shares.
At the Annual Meeting, the Company’s shareholders voted on the following proposals:
| | 1. | The following nominees were elected to the Company’s Board as Class II directors for terms expiring at the 2025 annual meeting of stockholders. |
| | | | | | | | | | | | |
| Class II Director Nominee | | For | | | Withheld | | | Broker Non-
Votes | |
James Frates | | | 35,116,826 | | | | 14,376,445 | | | | 3,010,907 | |
George Golumbeski, Ph.D. | | | 34,401,068 | | | | 15,092,203 | | | | 3,010,907 | |
Kevin Starr | | | 39,744,280 | | | | 9,748,991 | | | | 3,010,907 | |
| | 2. | The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022, was ratified. |
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
52,317,916 | | 179,791 | | 6,471 | | 0 |
| | 3. | A non-binding, advisory proposal on the compensation of the Company’s named executive officers was not approved. |
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
21,456,919 | | 27,921,824 | | 114,528 | | 3,010,907 |
