UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(D)

of the Securities Exchange Act of 1934

 

June 10, 2016

Date of report (Date of earliest event reported)

 


 

Axsome Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-37635

 

45-4241907

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

25 Broadway, 9th Floor
New York, New York
(Address of principal executive offices)

 

10004
(Zip Code)

 

Registrant’s telephone number, including area code (212) 332-3241

 

 

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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

 

At the 2016 annual meeting of stockholders (the “Annual Meeting”) of Axsome Therapeutics, Inc. (the “Company”) held on June 10, 2016, the following proposals were submitted to the stockholders of the Company:

 

Proposal 1:         The election of one director to serve as Class I director until the Company’s 2019 annual meeting of stockholders and until his successor is duly elected and qualified.

 

Proposal 2:         The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 27, 2016 (the “Proxy Statement”). Of the 19,149,417 shares of the Company’s common stock entitled to vote at the Annual Meeting, 14,931,422 shares, or approximately 78%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:

 

Proposal 1:                                               Election of Class I Director.

 

The Company’s stockholders elected the following director to serve as Class I director until the 2019 annual meeting of stockholders and until his successor is duly elected and qualified. The votes regarding the election of the director were as follows:

 

Director

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Roger Jeffs, Ph.D.

 

14,241,580

 

457,171

 

232,671

 

 

Proposal 2:                                               Ratification of Appointment of Ernst & Young LLP.

 

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The votes regarding this proposal were as follows:

 

Votes For

 

Votes Against

 

Votes Abstaining

 

Broker Non-Votes

 

14,926,041

 

5,291

 

90

 

0

 

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AXSOME THERAPEUTICS, INC.

 

 

 

 

 

 

Date: June 10, 2016

By:

/s/ Herriot Tabuteau, M.D.

 

 

Herriot Tabuteau, M.D.

 

 

Chief Executive Officer

 

3