Axsome Therapeutics (AXSM) investors approve directors, auditor and executive pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Axsome Therapeutics, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 5, 2026. Stockholders elected Mark Saad and Susan Mahony as Class II directors to serve until the 2029 annual meeting and until their successors are elected and qualified. They also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. A quorum was present, with about 85% of shares entitled to vote represented in person or by proxy.
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8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares entitled to vote: 51,439,952 shares
Shares represented at meeting: 43,777,536 shares
Votes for Mark Saad: 28,675,654 votes
+3 more
6 metrics
Shares entitled to vote
51,439,952 shares
Common stock entitled to vote at 2026 annual meeting
Shares represented at meeting
43,777,536 shares
Approximately 85.10% of entitled shares, forming quorum
Votes for Mark Saad
28,675,654 votes
Election as Class II director until 2029 meeting
Votes for Susan Mahony
29,892,131 votes
Election as Class II director until 2029 meeting
Votes for Deloitte & Touche LLP
43,278,147 votes
Ratification as independent registered public accounting firm for 2026
Votes for say-on-pay
37,818,384 votes
Non-binding advisory approval of named executive officer compensation
Key Terms
non-binding advisory basis, independent registered public accounting firm, broker non-votes, quorum, +1 more
5 terms
non-binding advisory basis financial
"The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"The number of votes cast for, against or withheld, as well as abstentions and broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum financial
"43,777,536 shares, or approximately 85.10%, were represented at the meeting in person or by proxy, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Class II directors financial
"The election of two directors to serve as Class II directors until the Company’s 2029 annual meeting of stockholders"
FAQ
What was the main outcome of Axsome Therapeutics (AXSM) 2026 annual meeting?
Stockholders elected two Class II directors, ratified Deloitte & Touche LLP as auditor, and approved executive compensation on a non-binding basis. These results confirm the existing board slate, auditor relationship, and pay practices for the coming fiscal year.
Were Axsome Therapeutics (AXSM) Class II directors re-elected in 2026?
Yes. Stockholders elected Mark Saad and Susan Mahony as Class II directors to serve until the 2029 annual meeting. Saad received 28,675,654 votes for, and Mahony received 29,892,131 votes for, with additional withheld votes and broker non-votes recorded.
Did Axsome Therapeutics (AXSM) stockholders approve Deloitte & Touche as 2026 auditor?
Yes. Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 43,278,147 votes for, 14,407 against, and 484,982 abstentions, and no broker non-votes recorded.
How did Axsome Therapeutics (AXSM) stockholders vote on executive compensation in 2026?
Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The proposal received 37,818,384 votes for, 777,937 against, 366,155 abstentions, and 4,815,060 broker non-votes at the 2026 annual meeting.