Results of 2024 Annual General Meeting of Shareholders
COMPASS Pathways plc (the "Company") held its Annual General Meeting ("AGM") at 3:00 p.m. London time (10:00 a.m. Eastern Time) on Thursday, 9 May 2024 at the offices of Goodwin Procter (UK) LLP, Sancroft, Paternoster Square, London, EC4 7DX, with shareholders able to attend in person. Although it did not constitute attendance, shareholders and holders of its American Depositary Shares were also able to view and listen in via webcast.
All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting.
The table below shows the results of the poll on all 12 resolutions. The full text of the resolutions is contained in the Notice of AGM, which was mailed on or about 10 April 2024 and is available on the Company's website at https://ir.compasspathways.com/corporate-governance/annual-general-meeting.
RESOLUTIONS
Ordinary Resolutions
To re-elect David Norton as a Director of the Company
To re-elect Wayne J. Riley as a Director of the Company
To re-elect Daphne Karydas as a Director of the Company
To re-appoint PricewaterhouseCoopers LLP as UK statutory auditors of the Company to hold office until the conclusion of the next annual general meeting of shareholders
To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending 31 December 2024
To authorise the Audit and Risk Committee to determine the auditorsʼ remuneration for the fiscal year ending 31 December 2024
FOR
AGAINST
VOTES
NO. OF
% OF
NO. OF
% OF
WITHH
ELD
VOTES
VOTES
VOTES
VOTES
41,410,488
99.92%
32,297
0.08%
23,568
39,378,316
95.02%
2,064,175
4.98%
23,862
41,406,064
99.91%
36,970
0.09%
23,319
41,400,507
99.88%
49,393
0.12%
16,453
41,396,687
99.87%
52,712
0.13%
16,954
41,413,468
99.92%
32,743
0.08%
20,142
FOR
AGAINST
VOTES
RESOLUTIONS
NO. OF
WITHH
NO. OF
% OF
% OF
ELD
VOTES
VOTES
VOTES
VOTES
7. To receive the U.K. statutory annual accounts and reports for the fiscal year ended 31 December 2023 and to note that the Directors do not recommend the payment of any dividend for the
year ended 31 December 2023
41,405,603
99.90%
42,931
0.10%
17,819
8.
To receive and approve on an
advisory basis the Companyʼs U.K.
statutory directorsʼ remuneration
report for the year ended 31 December
41,154,238
99.88%
50,843
0.12%
261,272
2023
9. To approve the Companyʼs U.K.
directorsʼ remuneration policy
41,144,868
99.85%
63,703
0.15%
257,782
10.
To approve, on a non-binding,
advisory basis, the compensation of
the Companyʼs named executive
officers for the year ended 31
December 2023
41,098,542
99.75%
101,887
0.25%
265,924
11.
To authorise the directors to allot
shares in the Company or grant rights
to subscribe for or to convert any
security into shares up to an aggregate
39,267,931
94.78%
2,163,974
5.22%
34,448
nominal amount of £820,100
Special Resolution
12. To waive statutory pre-emption rights
on the allotment of equity securities
up to an aggregate nominal amount of
39,274,645
94.84%
2,138,136
5.16%
53,572
£820,100
Notes:
Votes "for" and "against" are expressed as a percentage of the total votes cast.
A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution.
The total number of shares in issue on 3 May 2024 was 68,340,922 ordinary shares of £0.008 each, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.
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Compass Pathways plc published this content on
13 May 2024 and is solely responsible for the information contained therein. Distributed by
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13 May 2024 13:50:08 UTC.
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