MINERVA NEUROSCIENCES, INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
The results of matters submitted to a stockholder vote at the Annual Meeting of
Stockholders of
Proposal 1: Election of Directors. Two nominees were elected to serve on the Company's Board of Directors until the 2023 annual meeting of stockholders and until their successors are elected and qualified with the votes set forth below:
Broker
Nominee For Withheld Non-Votes
Dr. David Kupfer 26,770,854 2,946,854 4,610,982
Mr. Jan van Heek 26,918,380 2,799,328 4,610,982
Proposal 2: Approval of the Company's Amended and Restated 2013 Equity Incentive
Plan. The Company's stockholders approved Proposal 2. The votes cast were as
follows:
Broker
For Against Abstain Non-Votes
22,980,234 6,722,461 15,013 4,610,982
Proposal 3: Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers. The Company's stockholders approved Proposal 3. The votes cast were as follows:
Broker
For Against Abstain Non-Votes
29,553,776 151,334 12,598 4,610,982
Proposal 4: Approval, on an Advisory Basis, of the Frequency of Solicitation of Future Advisory Stockholder Approval of Named Executive Officer Compensation. The Company's stockholders approved under Proposal 4 a vote every one year. The votes cast were as follows:
One Two Three Broker
Year Years Years Abstain Non-Votes
28,182,878 105,874 1,418,663 10,293 4,610,982
Based on the Board of Directors' recommendation in the Company's proxy statement for the 2020 Annual Meeting, the voting results on Proposal 4 and its consideration of the appropriate voting frequency for the Company at this time, the Company's Board of Directors determined that the Company will hold an advisory vote on the compensation of the Company's named executive officers every year.
Proposal 5: Ratification of
Broker
For Against Abstain Non-Votes
34,287,216 31,757 9,717 0
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