DEFA14A

DEFA14A 1 d109656ddefa14a.htm DEFA14A DEFA14A

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

MINERVA NEUROSCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

Your Vote Counts!MINERVA NEUROSCIENCES, INC.1500 DISTRICT AVEBURLINGTON, MA 01803MINERVA NEUROSCIENCES, INC.2026 Annual MeetingVote by June 2, 202611:59 PM ETYou invested in MINERVA NEUROSCIENCES, INC. and it’s time to vote!You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding theavailability of proxy materials for the stockholder meeting to be held on June 3, 2026.Get informed before you voteView the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) byrequesting prior to May 20, 2026. If you would like to request a copy of the material(s) for this and/or future stockholder meetings,you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending anemail, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive apaper or email copy.For complete information and to vote, visit www.ProxyVote.comControl #Vote Virtually at the Meeting*June 3, 20268:30 AM EDTSmartphone usersPoint your camera here andvote without entering acontrol number*Please check the meeting materials for any special requirements for meeting attendance.

LOGO

THIS IS NOT A VOTABLE BALLOTThis is an overview of the proposals being presented at theupcoming stockholder meeting. Please follow the instructions onthe reverse side to vote these important matters.Vote at www.ProxyVote.comPrefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.Voting ItemsBoardRecommendsV94044-P483771. To elect two Class III directors each to hold office until 2029 Annual Meeting of Stockholders.Nominees: For01) David Kupfer02) Jan van Heek2. To approve an amendment of the Company’s Amended and Restated Certificate of Incorporation, as amended (the“Existing Charter”), to reflect Delaware Law provisions allowing for the exculpation of certain officers. For3. To approve an amendment of the Existing Charter to eliminate the exclusive forum provision. For4. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in theaccompanying proxy statement. For5. To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of theCompany’s named executive officers. 1 Year6. To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independentregistered public accounting firm of the Company for its fiscal year ending December 31, 2026. ForNOTE: The proxies are authorized to vote in their discretion on such other business as may properly come before themeeting or any adjournment or postponement thereof.Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.V94044-P48377

SEC Form DEFA14A filed by Minerva Neurosciences Inc