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    Axsome Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/9/25 4:30:53 PM ET
    $AXSM
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $AXSM alert in real time by email
    8-K
    false000157942800015794282025-06-062025-06-06

     

     

    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 06, 2025

     

     

    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.)

     

     

     

     

     

    One World Trade Center, 29th 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:

    ☐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))

    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. ☐

     

     


     

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

    At the 2025 Annual Meeting of Stockholders of Axsome Therapeutics, Inc. (the “Company”) held on June 6, 2025 (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 2028 annual meeting of stockholders and until their successor is duly elected and qualified;

     

    Proposal 2: The approval of the Company’s 2025 Long-Term Incentive Plan;

     

    Proposal 3: The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and

     

    Proposal 4: The approval, on a non-binding advisory basis, of 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 U.S. Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”). Of the 49,219,312 shares of the Company’s common stock entitled to vote at the Annual Meeting, 41,368,640 shares, or approximately 84.04%, 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 2028 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.

     

    27,307,185

     

    8,050,959

     

    6,010,496

     

     

    Proposal 2: Approval of the Company’s 2025 Long-Term Incentive Plan.

     

    The Company’s stockholders voted to approve the 2025 Long-Term Incentive Plan. The votes regarding this proposal were as follows:

     

     

     

     

     

     

     

     

     

    Votes For

     

    Votes Against

     

    Votes Abstaining

     

    Broker Non-Votes

     

    26,403,625

     

    8,893,068

     

    61,451

     

    6,010,496

     

     

    Proposal 3: Ratification of Appointment of Deloitte & Touche LLP.

     

    The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes regarding this proposal were as follows:

     

     

     

     

     

     

     

     

     

    Votes For

     

    Votes Against

     

    Votes Abstaining

     

    Broker Non-Votes

     

    40,849,740

     

    225,677

     

    293,223

     

    0

     

     

    Proposal 4: 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

     

    34,776,343

     

    528,199

     

    53,602

     

    6,010,496

     

     

     


     

     

    Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits

     

     

     

     

    Exhibit No.

    Description

    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.

     

     

     

    Axsome Therapeutics, Inc.

     

     

     

     

     

    Dated: June 9, 2025

     

    By:

     

    /s/ Herriot Tabuteau, M.D.

     

     

    Name:

     

    Herriot Tabuteau, M.D.

     

     

    Title:

     

    President and Chief Executive Officer

     

     


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