Item 5.07. Submission of Matters to a Vote of Security Holders.
Sage Therapeutics, Inc. (the "Company") held its Annual Meeting of Stockholders
(the "Annual Meeting") on June 10, 2021. As of April 13, 2021, the record date
for the Annual Meeting, there were 58,431,248 outstanding shares of the
Company's common stock. The Company's stockholders voted on the following
matters, which are described in detail in the Company's Definitive Proxy
Statement filed with the U.S. Securities and Exchange Commission on April 29,
2021: (i) to elect three directors, Elizabeth Barrett, Geno Germano and Steven
Paul, M.D., as Class I directors of the Company to each serve for a three-year
term expiring at the Company's annual meeting of stockholders in 2024 and until
his or her successor has been duly elected and qualified, subject to his or her
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, 2021 and (iii) to hold a
non-binding advisory vote to approve the compensation paid to the Company's
named executive officers.
At the Annual Meeting, the Company's shareholders voted on the following
proposals:
1. The following nominees were elected to the Company's Board of Directors as
Class I directors for terms expiring at the 2024 annual meeting of stockholders.
Broker Non-
Class I Director Nominee For Withheld Votes
Elizabeth Barrett 36,956,421 13,443,633 2,250,291
Geno Germano 21,417,816 28,982,238 2,250,291
Steven Paul, M.D. 11,092,463 39,307,591 2,250,291
2. The appointment of PricewaterhouseCoopers LLP as the independent registered
public accounting firm for the Company for the fiscal year ending December 31,
2021 was ratified.
For Against Abstain Broker Non-Votes
52,564,179 81,693 4,473 0
3. A non-binding, advisory proposal on the compensation of the Company's named
executive officers was approved.
For Against Abstain Broker Non-Votes
33,691,544 16,696,177 12,333 2,250,291
No other matters were submitted to or voted on by the Company's stockholders at
the Annual Meeting.
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