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): May 28, 2015
SAGE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-36544 |
27-4486580 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 215 First Street Cambridge, MA |
02142 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 299-8380
Not Applicable
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| 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 May 28, 2015. As of April 2, 2015, the record date for the Annual Meeting, there were 25,832,217 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 (“SEC”) on April 17, 2015: (i) to elect Steven Paul, M.D. and Robert T. Nelsen 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 2018 and until their successors have been duly elected and qualified (“Proposal 1”), (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 (“Proposal 2”) and (iii) to ratify the Company’s 2014 Stock Option and Incentive Plan (“Proposal 3”).
The Company’s stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for Class I directors as follows:
| Class I Director Nominee |
For |
Withheld |
Broker Non-Votes | |||
| Steven Paul, M.D. |
20,028,368 | 2,323,189 | 530,271 | |||
| Robert T. Nelsen |
20,780,676 | 1,570,881 | 530,271 |
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
| For |
Against |
Abstain | ||
| 22,857,181 | 23,545 | 1,102 |
The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 18,689,113 | 3,659,967 | 2,477 | 530,271 |
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 3, 2015 | SAGE THERAPEUTICS, INC. | |||||
| By: | /s/ Jeffrey M. Jonas | |||||
| Jeffrey M. Jonas, M.D. President and Chief Executive Officer | ||||||