| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 7, 2023, Cerevel Therapeutics Holdings, Inc. (“the Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via live webcast. Proxies were solicited pursuant to the Company’s definitive proxy statement (the “Proxy Statement”) filed on April 28, 2023 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. As of April 10, 2023, the record date for the Annual Meeting, the number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting was 156,768,992. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 150,624,043, representing 96.1% of the total number of shares outstanding as of the record date, thus establishing a quorum for the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders were asked to vote on the following matters, which are described in detail in the Proxy Statement: (i) to elect four Class III director nominees to the Board, each to hold office until the Company’s 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal (“Proposal 1”); (ii) to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement (“Proposal 2”); and (iii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Proposal 3”).
The voting results reported below are final.
Proposal 1 – Election of Four Class III Directors
The stockholders of the Company elected Marijn Dekkers, Ph.D., Deval Patrick, J.D., Norbert Riedel, Ph.D. and Gabrielle Sulzberger, J.D., M.B.A. as Class III directors of the Company, each for a three-year term ending at the annual meeting of stockholders to be held in 2026 and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the Class III directors were as follows:
| | | | | | | | | | | | | | | | |
CLASS III DIRECTOR NOMINEE | | FOR | | | AGAINST | | | ABSTAIN | | | BROKER
NON-VOTES | |
Marijn Dekkers, Ph.D. | | | 144,672,610 | | | | 4,708,274 | | | | 2,741 | | | | 1,240,418 | |
Deval Patrick, J.D. | | | 148,813,482 | | | | 567,733 | | | | 2,410 | | | | 1,240,418 | |
Norbert Riedel, Ph.D. | | | 148,667,378 | | | | 713,441 | | | | 2,806 | | | | 1,240,418 | |
Gabrielle Sulzberger, J.D., M.B.A. | | | 144,757,610 | | | | 4,623,113 | | | | 2,902 | | | | 1,240,418 | |
Proposal 2 – Non-binding Advisory Vote on the Compensation of Named Executive Officers
The stockholders of the Company approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of the stockholders’ vote with respect to the compensation of the named executive officers were as follows:
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 148,773,111 | | 606,133 | | 4,381 | | 1,240,418 |
Proposal 3 – Ratify the Appointment of Independent Registered Public Accounting Firm
The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the stockholders’ vote with respect to such ratification were as follows:
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 150,615,988 | | 6,698 | | 1,357 | | N/A |
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
