Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Sage Therapeutics, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on June 16, 2022. At the Annual Meeting, the Company's stockholders approved an amendment to the Company's 2014 Employee Stock Purchase Plan, as amended to date (the "2014 ESPP" and, as further amended as described below, the "Amended 2014 ESPP"), which amendment had previously been adopted by the Company's Board of Directors (the "Board") subject to stockholder approval.

A description of the material terms and conditions of the Amended 2014 ESPP is set forth under the heading "Proposal 5: Amendment to the 2014 Employee Stock Purchase Plan" in the Company's Definitive Proxy Statement for the 2022 Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 28, 2022 (the "Definitive Proxy Statement"), and is incorporated herein by reference. This description of the Amended 2014 ESPP is qualified in its entirety by reference to the complete text of the Amended 2014 ESPP, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As of April 19, 2022, the record date for the Annual Meeting, there were 59,066,149 outstanding shares of the Company's common stock. The Company's stockholders voted on the following matters at the Annual Meeting, which are described in detail in the Definitive Proxy Statement: (i) to elect three directors, James Frates, George Golumbeski, Ph.D., and Kevin Starr, as Class II directors of the Company to each serve for a three-year term expiring at the Company's annual meeting of stockholders in 2025 and until his successor has been duly elected and qualified, subject to his earlier death, resignation or removal; (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022; (iii) to hold a non-binding advisory vote to approve the compensation paid to the Company's named executive officers; (iv) to hold a non-binding advisory vote to determine the frequency of future stockholder advisory votes on the compensation paid to the Company's named executive officers; and (v) to approve an amendment to the Company's 2014 ESPP to increase the number of shares of the Company's common stock authorized for issuance thereunder by 300,000 shares.

At the Annual Meeting, the Company's shareholders voted on the following proposals:



    1.   The following nominees were elected to the Company's Board as Class II
         directors for terms expiring at the 2025 annual meeting of stockholders.



                                                              Broker Non-
Class II Director Nominee       For            Withheld          Votes
James Frates                  35,116,826       14,376,445        3,010,907
George Golumbeski, Ph.D.      34,401,068       15,092,203        3,010,907
Kevin Starr                   39,744,280        9,748,991        3,010,907



    2.   The appointment of PricewaterhouseCoopers LLP as the independent
         registered public accounting firm for the Company for the fiscal year
         ending December 31, 2022, was ratified.



   For       Against   Abstain   Broker Non-Votes
52,317,916   179,791    6,471           0



    3.   A non-binding, advisory proposal on the compensation of the Company's
         named executive officers was not approved.



   For        Against     Abstain   Broker Non-Votes
21,456,919   27,921,824   114,528      3,010,907

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    4.   A non-binding, advisory proposal on the frequency of future stockholder
         advisory votes on the compensation of the Company's named executive
         officers was approved.



 One Year    Two Years   Three Years   Abstain   Broker Non-Votes
49,186,027    17,732       270,585     18,927       3,010,907

After taking into consideration the foregoing voting results and the Board's prior recommendation in favor of an annual advisory shareholder vote on the compensation of the Company's named executive officers, the Board intends to hold future advisory votes on the compensation of the Company's named executive officers every year.



    5.   The amendment to the 2014 ESPP to increase the number of shares of the
         Company's common stock authorized for issuance thereunder by 300,000
         shares was approved.



   For        Against    Abstain   Broker Non-Votes
46,310,174   3,172,178   10,919       3,010,907

No other matters were submitted to or voted on by the Company's stockholders at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.





Exhibit
  No.       Description

99.1          Sage Therapeutics, Inc. 2014 Employee Stock Purchase Plan, as
            amended, incorporated herein by reference to Appendix A to the
            Definitive Proxy Statement, filed with the Securities and Exchange
            Commission on April 28, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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