Minerva Neurosciences, Inc. 8-K

What Happened
Minerva Neurosciences, Inc. announced results of its 2026 Annual Meeting held June 3, 2026 and reported stockholder-approved amendments to its Amended and Restated Certificate of Incorporation and an updated set of Amended and Restated Bylaws. The Restated Certificate (reflecting an Exculpation Amendment limiting certain officers’ monetary liability under Delaware law and an Exclusive Forum Amendment eliminating the prior exclusive forum clause) was filed with the Delaware Secretary of State and became effective on June 4, 2026. The Board approved the Amended and Restated Bylaws effective June 3, 2026, updating meeting procedures, advance notice and nomination rules (including compliance with universal proxy Rule 14a‑19), forum provisions for Securities Act claims, and other technical changes.

Key Details

• Record and voting shares: 43,841,998 common shares outstanding as of the April 9, 2026 record date; 3,296 shares of Series A Convertible Voting Preferred outstanding (196 shares had voting rights), equal to 92,708 shares on an as‑converted basis; total voting power = 43,934,706 common-equivalent shares.
• Charter amendments effective June 4, 2026: Exculpation Amendment (limits officer monetary liability to extent allowed by Delaware law) and elimination of prior exclusive forum clause.
• Bylaws updates effective June 3, 2026: Board authority to postpone/reschedule meetings, changes to advance notice for nominations (including universal proxy compliance), limits on nominee counts, procedures for remote-meeting adjournments, and designation of federal district courts as exclusive forum for Securities Act claims.
• Vote outcomes (selected): Proposal 2 (exculpation) approved 27,222,961 For / 3,169,756 Against; Proposal 3 (eliminate exclusive forum) approved 30,360,809 For / 20,954 Against. Directors elected: Dr. David Kupfer and Jan van Heek (vote totals reported). Advisory say‑on‑pay and 1‑year frequency approved; Deloitte & Touche LLP ratified as auditor.

Why It Matters
These changes affect company governance and litigation venue choices: the exculpation clause narrows officer liability for certain monetary damages under Delaware law, and the bylaws and charter modifications change where and how certain shareholder claims can be litigated (including designating federal courts for Securities Act suits). Updates to nomination and proxy procedures (including universal proxy compliance) may affect how future director elections are run. For investors, the immediate practical effects are procedural and legal (governance and forum selection); there are no reported financial results or operational changes in this filing.