Form 8-K Axsome Therapeutics, For: Jun 03

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 03, 2022

 

 

Axsome Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-37635	45-4241907
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
22 Cortlandt Street, 16th Floor
New York, New York				10007
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (212) 332-3241

 

(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:

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share		AXSM		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. ☐

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2022 annual meeting of stockholders of Axsome Therapeutics, Inc. (the “Company”) held on June 3, 2022 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:

 

Proposal 1: The election of one director to serve as a Class I director until the Company’s 2025 annual meeting of stockholders and until their successor is duly elected and qualified.

 

Proposal 2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

Proposal 3: The approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

 

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 22, 2022 (the “Proxy Statement”). Of the 38,913,445 shares of the Company’s common stock entitled to vote at the Annual Meeting, 28,369,008 shares, or approximately 72.9%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:

 

Proposal 1: Election of Class I Director.

 

The Company’s stockholders elected the following director to serve as a Class I director until the 2025 annual meeting of stockholders and until their successor is duly elected and qualified. The votes regarding the election of the Class I director were as follows:

 

Director		Votes For		Votes Withheld		Broker Non-Votes
Roger A. Jeffs, Ph.D.		12,674,227		8,668,220		7,026,561

 

Proposal 2: Ratification of Appointment of Ernst & Young LLP.

 

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes regarding this proposal were as follows:

 

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
27,697,013		104,960		567,035		0

 

Proposal 3: Approval, by Non-Binding Advisory Vote, of the Compensation of the Company’s named executive officers.

 

The Company’s stockholders voted to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
20,675,256		502,810		164,381		7,026,561

 

 

 

 

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

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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.

 

		Axsome Therapeutics, Inc.
Dated: June 7, 2022		By:		/s/ Herriot Tabuteau, M.D.
		Name:		Herriot Tabuteau, M.D.
		Title:		President and Chief Executive Officer

 

 

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