Axsome Therapeutics, Inc. 8-K

What Happened
Axsome Therapeutics, Inc. filed an 8-K on June 9, 2026 reporting the results of its Annual Meeting held on June 5, 2026. Of 51,439,952 shares entitled to vote, 43,777,536 shares (about 85.10%) were represented, establishing a quorum. Stockholders elected two Class II directors — Mark Saad and Susan Mahony, Ph.D., MBA — and ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026. Shareholders also voted, on a non-binding advisory basis, to approve the compensation of the company’s named executive officers.

Key Details

• Quorum: 43,777,536 shares represented (≈85.10% of 51,439,952 outstanding voting shares).
• Director elections:
  • Mark Saad — For: 28,675,654; Withheld: 10,286,822; Broker non-votes: 4,815,060.
  • Susan Mahony, Ph.D., MBA — For: 29,892,131; Withheld: 9,070,345; Broker non-votes: 4,815,060.
• Auditor ratification (Deloitte & Touche LLP): For 43,278,147; Against 14,407; Abstain 484,982.
• Advisory vote on executive compensation (non-binding): For 37,818,384; Against 777,937; Abstain 366,155; Broker non-votes 4,815,060.

Why It Matters
These results confirm board continuity with the re-election of two directors and maintain audit continuity with Deloitte’s ratification — both items that affect corporate governance and oversight. The advisory "say-on-pay" vote passed by a large margin (non-binding), signaling broad shareholder support for executive compensation as disclosed in the proxy. Investors tracking governance, board composition, or potential shareholder concerns should note the withheld votes and broker non-votes levels, which reflect some dissent or voting limitations among the represented shares.