SEC Form 8-K filed by COMPASS Pathways Plc
$CMPS
Biotechnology: Pharmaceutical Preparations
Health Care
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 12, 2025
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Securities registered pursuant to Section 12(b) of the Act:
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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. | ||||
(a) On June 12, 2025, COMPASS Pathways plc (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “AGM”). Of the ordinary shares entitled to vote, there were 62,355,281 ordinary shares represented in person or by proxy at the AGM. The Company did not exercise any of the discretionary voting power with respect to the American Depositary Shares ("ADSs") which is available to the Company pursuant to the terms of the deposit agreement by and among the Company, Citibank, N.A., as depositary, and holders and beneficial owners of ADSs issued thereunder, dated as of September 22, 2020. As a result, the proxy forms for holders of ADSs who did not provide voting instructions on or before the applicable voting cut-off time have been included in the “Broker Non-Vote” total. A “vote withheld” is not a vote in law and votes withheld had no effect on the proposals. Votes withheld were counted as present and entitled to vote for purposes of determining a quorum.
(b) The matters voted upon at the AGM were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025. The final results of such voting are set forth below.
Proposal 1. To re-elect Thomas Lönngren as a director of the Company.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 38,667,905 | 5,695,525 | 17,991,851 | 30,494,220 | |||||||||||||||||
At the AGM, Thomas Lönngren was duly re-elected.
Proposal 2. To re-elect Robert McQuade as a director of the Company.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 44,275,828 | 84,898 | 17,994,555 | 30,494,220 | |||||||||||||||||
At the AGM, Robert McQuade was duly re-elected.
Proposal 3. To re-elect Kabir Nath as a director of the Company.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 44,293,176 | 72,376 | 17,989,729 | 30,494,220 | |||||||||||||||||
At the AGM, Kabir Nath was duly re-elected.
Proposal 4. To re-elect Gino Santini as a director of the Company.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 44,281,502 | 83,620 | 17,990,159 | 30,494,220 | |||||||||||||||||
At the AGM, Gino Santini was duly re-elected.
Proposal 5. To re-appoint PricewaterhouseCoopers LLP, an English limited liability partnership (“PwC UK”), as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 61,607,668 | 279,627 | 467,986 | 30,494,220 | |||||||||||||||||
At the AGM, the shareholders approved the re-appointment of PwC UK as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders.
Proposal 6. Ratification of the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership (“PwC US”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 61,612,934 | 274,478 | 467,869 | 30,494,220 | |||||||||||||||||
At the AGM, the shareholders ratified the appointment of PwC US as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Proposal 7. To authorize the Audit and Risk Committee to determine the auditors’ remuneration for the year ending December 31, 2025.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 44,298,559 | 67,162 | 17,989,560 | 30,494,220 | |||||||||||||||||
At the AGM, the shareholders authorized the Audit and Risk Committee to determine the auditors’ remuneration for the year ending December 31, 2025.
Proposal 8. To receive the U.K. statutory annual accounts and report for the fiscal year ended December 31, 2024.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 61,339,990 | 438,082 | 577,209 | 30,494,220 | |||||||||||||||||
At the AGM, the shareholders approved the receipt of the U.K. statutory annual accounts and reports for the year ended December 31, 2024.
Proposal 9. To receive and approve on an advisory basis the Company's U.K. statutory directors’ remuneration report for the year ended December 31, 2024.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 39,900,228 | 4,450,834 | 18,004,219 | 30,494,220 | |||||||||||||||||
At the AGM, the Company’s shareholders approved on an advisory basis, the directors’ remuneration report for the year ended December 31, 2024.
Proposal 10. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2024.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 39,807,813 | 4,533,140 | 18,014,328 | 30,494,220 | |||||||||||||||||
At the AGM, the Company’s shareholders approved, on a non-binding and advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2024.
Proposal 11. To authorize the directors to allot shares in the Company or grant rights to subscribe for or to convert any security into shares up to a maximum aggregate nominal amount of £1,114,200.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 40,466,925 | 3,885,624 | 18,002,732 | 30,494,220 | |||||||||||||||||
At the AGM, the Company’s shareholders authorized the directors to allot shares in the Company.
Proposal 12. To disapply statutory pre-emption rights on the allotment of equity securities up to an aggregate nominal amount of £1,114,200.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| 40,413,896 | 3,927,856 | 18,013,529 | 30,494,220 | |||||||||||||||||
At the AGM, the Company’s shareholders approved the disapplication of pre-emption rights.
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.
| COMPASS PATHWAYS PLC | ||||||||||||||||||||||||||||||||||||||
| Date: June 13, 2025 | By: | /s/ Teri Loxam | ||||||||||||||||||||||||||||||||||||
| Teri Loxam | ||||||||||||||||||||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||||||||||||||||||