UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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:
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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. |
On January 31, 2024, Sage Therapeutics, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of December 15, 2023, the record date for the Special Meeting, there were 60,032,854 outstanding shares of the Company’s common stock. A total of 48,984,321 shares of the Company’s common stock were present in person or represented by proxy at the Special Meeting, representing approximately 81.59% of the combined voting power of the Company’s outstanding common stock as of the record date. The Company’s stockholders voted on the following proposals at the Special Meeting, which are described in detail in the Definitive Proxy Statement for the Special Meeting filed with the U.S. Securities and Exchange Commission on December 19, 2023.
Proposal 1: The stockholders approved a one-time stock option exchange program for non-executive officer employees of the Company (the “Option Exchange Proposal”).
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 48,262,593 | 665,774 | 55,954 | 0 |
Proposal 2: The stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Option Exchange Proposal.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 43,566,715 | 5,375,352 | 42,254 | 0 |
No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.
SIGNATURE
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.
| Date: January 31, 2024 | SAGE THERAPEUTICS, INC. | |||||
| By: | /s/ Jennifer Fitzpatrick | |||||
| Jennifer Fitzpatrick | ||||||
| Vice President, Corporate Counsel | ||||||
Document and Entity Information |
Jan. 31, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Incorporation State Country Code | DE |
| Amendment Flag | false |
| Entity Central Index Key | 0001597553 |
| Document Type | 8-K |
| Document Period End Date | Jan. 31, 2024 |
| Entity Registrant Name | Sage Therapeutics, Inc. |
| Entity File Number | 001-36544 |
| Entity Tax Identification Number | 27-4486580 |
| Entity Address, Address Line One | 215 First Street |
| Entity Address, City or Town | Cambridge |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02142 |
| City Area Code | (617) |
| Local Phone Number | 299-8380 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.0001 per share |
| Trading Symbol | SAGE |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |