Ovid Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

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, 2024

 

 

Ovid Therapeutics Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-38085	46-5270895
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
441 Ninth Avenue 14th Floor
New York, New York				10001
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 646 661-7661

 

(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 $0.001 per share		OVID		The Nasdaq Stock Market LLC

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.

 

Ovid Therapeutics Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 6, 2024. As of April 9, 2024, the record date for the Annual Meeting, there were 70,810,661 shares of Company common stock outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 58,503,813 shares, or 82.62%, were present in person or represented by proxy, which constituted a quorum. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results for each of the proposals. The proposals set forth below are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024 (the “Proxy Statement”).

 

Proposal 1: The Company’s stockholders elected all of the nominees for director to serve a three-year term until the Company’s 2027 annual meeting of stockholders, or until their respective successors are duly elected and qualified, by the votes set forth in the table below:

 

Nominee		For				Withheld				Broker Non-Votes
Barbara Duncan		36,686,822				5,581,389				16,235,602
Robert Michael Poole		40,158,684				2,109,527				16,235,602

 

 

Proposal 2: The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement, by the votes set forth in the table below:

 

For				Against				Abstain			Broker Non-Votes
40,499,565				1,760,461				8,185			16,235,602

 

 

Proposal 3: The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 by the votes set forth in the table below:

 

For		Against		Abstain
57,201,432		1,293,006		9,375

 

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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.

			OVID THERAPEUTICS INC.
Date:	June 7, 2024	By:	/s/ Thomas M. Perone
			Thomas M. Perone General Counsel & Corporate Secretary

 

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