ATAI Life Sciences N.V. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ATAI
Biotechnology: Pharmaceutical Preparations
Health Care
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
Date of report (Date of earliest event reported): May 15, 2025
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
(Address of principal executive offices) (Zip Code)
+49
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
|
|
|
(Nasdaq Global Market)
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
On May 15, 2025, atai Life Sciences N.V. (the “Company” or “atai”) held its annual general meeting of shareholders (the “Annual Meeting”). As of April 17,
2025, the record date for the Annual Meeting, there were approximately 199,795,030 common shares outstanding. Each common share is entitled to one vote on any matter presented at the Annual Meeting as a voting item. At the Annual Meeting, 137,467,774
of the Company’s common shares were present or represented.
The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which are described in atai’s definitive
proxy statement filed with the Securities and Exchange Commission on April 21, 2025.
Proposal 1 - Adoption of Dutch
statutory annual accounts for the fiscal year 2024. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
124,078,633
|
670,129
|
12,719,012
|
0
|
Proposal 2 - Appointment of
Deloitte & Touche LLP and Deloitte Accountants B.V. as atai’s external auditor for fiscal year 2025. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
131,108,566
|
662,344
|
5,696,864
|
0
|
Proposal 3 – Release of each
member of atai’s supervisory board and atai’s management board from liability for the exercise of their duties during fiscal year 2024. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
102,245,645
|
1,521,992
|
4,926,011
|
28,774,126
|
Proposal 4 - Appointment of John
Hoffman as supervisory director of atai. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
101,622,555
|
2,519,074
|
4,552,019
|
28,774,126
|
Proposal 5 - Appointment of Dr.
Srinivas Rao as managing director of atai. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
103,390,956
|
764,495
|
4,538,197
|
28,774,126
|
Proposal 6 - Appointment of Anne
Johnson as managing director of atai. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
103,382,663
|
772,492
|
4,538,493
|
28,774,126
|
Proposal 7a - Amendments to the
Company’s articles of association to revise the Company’s governance model to a one-tier board with designation of the Company’s managing directors as executive directors and its supervisory directors as non-executive directors. The results were as
follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
107,327,248
|
940,413
|
425,987
|
28,774,126
|
Proposal 7b - Amendments to the
Company’s articles of association to remove certain limitations relating to the Company’s German tax residency. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
103,599,198
|
4,559,098
|
535,352
|
28,774,126
|
Proposal 7c - Amendments to the
Company’s articles of association to remove the supermajority requirement to a resolution to amend the Company’s articles of association. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
102,845,916
|
5,166,483
|
681,249
|
28,774,126
|
Proposal 8 - Contingent adoption
of the Company’s compensation policy suitable for a unitary board of directors. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
90,275,500
|
7,389,461
|
11,028,687
|
28,774,126
|
Proposal 9 – Extension of the
authorization of atai’s management board to issue shares and grant rights to subscribe for shares. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
111,178,027
|
15,071,459
|
11,218,288
|
0
|
Proposal 10 –Extension of the
authorization of atai’s management board to limit and exclude pre-emption rights. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
111,308,540
|
13,595,118
|
12,564,116
|
0
|
Proposal 11 – Extension of the
authorization of atai’s management board to acquire shares (or depositary receipts for such shares) in atai’s capital. The results were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
|||
|
113,733,815
|
12,292,028
|
11,441,931
|
0
|
Based on the foregoing votes, the shareholders approved the appointment of John Hoffman as a supervisory director to serve until the 2028 annual general
meeting and of each of Dr. Srinivas Rao and Anne Johnson as a managing director, and approved Proposals 1, 2, 3, 7a, 7b, 7c, 8, 9, 10 and 11. As a result of all of the foregoing proposals being approved, John Hoffman will be designated as a
non-executive director, Dr. Srinivas Rao will be designated as an executive director and Anne Johnson will not serve on the Company’s board of directors following the annual general meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
ATAI LIFE SCIENCES N.V.
|
||
|
Date: May 21, 2025
|
By:
|
/s/ Srinivas Rao
|
|
Name:
|
Srinivas Rao
|
|
|
Title:
|
Chief Executive Officer
|
|