Anavex Life Sciences Corp. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2025, Anavex Life Sciences Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders approved an amendment (the “Amendment”) to the Company’s 2022 Omnibus Incentive Plan (the “Plan”) to (i) increase the number of shares authorized for issuance thereunder by 4,000,000 shares (ii) establish a minimum vesting period of one year for all awards granted under the Plan, with exceptions permitted only with respect to (a) substituted awards, (b) shares delivered in lieu of fully-vested cash awards, (c) acceleration of vesting in the event of a change in control or death or disability of the participant and (d) with respect to any other awards covering 5% or fewer of the total number of shares authorized under the Plan; and (iii) prohibit liberal share recycling by prohibiting (a) the re-use of shares withheld or delivered to satisfy the exercise price of a stock option or stock appreciation right or other applicable purchase price of an award or to satisfy tax withholding requirements and (b) “net share counting” upon the exercise of stock options or stock appreciation rights. The Board of Directors of the Company previously approved the Amendment to Equity Incentive Plan on April 17, 2025, subject to stockholder approval.
A summary description of the terms of the Amendment is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”) under the section of the Proxy Statement entitled “Proposal 3 – Approval of Amendment to Anavex Life Sciences Corp. 2022 Omnibus Incentive Plan,” which is qualified by the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting on June 10, 2025, a total of 51,872,393 shares of the Company’s Common Stock were present or represented by proxy, representing approximately 60.8% of the outstanding Common Stock as of April 21, 2025, the record date for the Annual Meeting.
At the Annual Meeting, three (3) proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:
Proposal No. 1: The election of Christopher Missling, PhD, Jiong Ma, PhD, Claus van der Velden, PhD, Athanasios Skarpelos, Steffen Thomas, PhD and Peter Donhauser, D.O. for terms until the next succeeding annual meeting of stockholders or until such directors’ successor shall have been duly elected and qualified. The stockholders holding a majority of the Common Stock having voting power present in person or represented by proxy elected the six (6) directors by the following votes:
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Christopher Missling, PhD | 20,820,793 | 1,507,135 | 162,073 | 29,382,392 | ||||||||||||
| Jiong Ma, PhD | 21,522,986 | 814,833 | 152,182 | 29,382,392 | ||||||||||||
| Claus van der Velden, PhD | 19,544,463 | 2,573,335 | 372,201 | 29,382,394 | ||||||||||||
| Athanasios Skarpelos | 21,354,077 | 997,680 | 138,244 | 29,382,392 | ||||||||||||
| Steffen Thomas, PhD | 20,655,433 | 1,520,593 | 313,973 | 29,382,394 | ||||||||||||
| Peter Donhauser, D.O. | 20,707,130 | 1,450,145 | 332,724 | 29,382,294 | ||||||||||||
Proposal No. 2: The stockholders holding a majority of the Common Stock having voting power present in person or represented by proxy ratified Grant Thornton LLP as the Company’s independent registered accounting firm by the following votes:
| For | Against | Abstain | ||||||||
| 49,615,076 | 1,851,116 | 406,201 | ||||||||
Proposal No. 3: The approval of an amendment to the Company’s 2022 Omnibus Incentive Plan. The stockholders approved the proposal by the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 16,718,137 | 4,971,378 | 800,482 | 29,382,396 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| EXHIBIT NO. | DESCRIPTION | LOCATION | ||
| 10.1 | Amendment No. 1 to Anavex Life Sciences Corp. 2022 Omnibus Incentive Plan, as approved by the Company’s stockholders on June 10, 2025 | Filed Herewith | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ANAVEX LIFE SCIENCES CORP. | |
| /s/ Christopher Missling | |
| Name: Christopher Missling, PhD | |
| Title: Chief Executive Officer | |
| Date: June 13, 2025 |