UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The results of matters submitted to a stockholder vote at the Annual Meeting of Stockholders of Minerva Neurosciences, Inc. (the “Company”) held on June 10, 2022 (the “2022 Annual Meeting”) are as follows:
Proposal 1: Election of Directors. Three nominees were elected to serve on the Company’s Board of Directors until the 2025 annual meeting of stockholders and until their successors are elected and qualified with the votes set forth below:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Jeryl Hilleman |
16,008,494 | 2,310,672 | 9,333,070 | |||||||||
| Fouzia Laghrissi-Thode |
16,009,937 | 2,309,229 | 9,333,070 | |||||||||
| Remy Luthringer |
16,079,677 | 2,239,489 | 9,333,070 | |||||||||
Proposal 2: Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of Our Common Stock at a Ratio in the Range of 1-for-4 and 1-for-10, With Such Ratio to Be Determined in the Discretion of the Board of Directors. The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 25,861,685 | 1,650,482 | 140,069 | 0 |
Proposal 3: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved Proposal 3. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 17,384,968 | 890,671 | 43,527 | 9,333,070 |
Proposal 4: Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022. The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified with the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 27,056,551 | 551,688 | 43,997 | 0 |
Proposal 5: Authorization to Adjourn the Annual Meeting. The Company’s stockholders approved the authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 2. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 25,611,182 | 1,891,025 | 150,029 | 0 |
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.
| Minerva Neurosciences, Inc. | ||||||
| Date: June 15, 2022 | /s/ Frederick Ahlholm | |||||
| Frederick Ahlholm | ||||||
| Chief Financial Officer | ||||||