Ovid Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$OVID
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): July 9, 2025
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Ovid Therapeutics Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on July 9, 2025. As of May 19, 2025, the record date for the Annual Meeting, there were 71,109,514 shares of Company common stock outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 55,992,587 shares, or 78.74%, were present in person or represented by proxy, which constituted a quorum. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results for each of the proposals. The proposals set forth below are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 22, 2025 (the “Proxy Statement”).
Proposal 1: The Company’s stockholders elected all of the nominees for director to serve a three-year term until the Company’s 2028 annual meeting of stockholders, or until their respective successors are duly elected and qualified, by the votes set forth in the table below:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Kevin Fitzgerald | 35,967,512 | 11,599,305 | 8,425,770 | |||||||||||||||||
| Bart Friedman | 39,928,124 | 7,638,693 | 8,425,770 | |||||||||||||||||
Proposal 2: The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement, by the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 35,433,853 | 904,185 | 11,228,779 | 8,425,770 | |||||||||||||||||
Proposal 3: The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 by the votes set forth in the table below:
| For | Against | Abstain | ||||||||||||
| 50,820,500 | 160,264 | 5,011,823 | ||||||||||||
Proposal 4: The Company’s stockholders approved a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect, at the option of the Company’s board of directors (the “Board”), a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-10 to 1-for-40, inclusive, with such ratio to be determined by the Board in its sole discretion, by the votes set forth in the table below:
| For | Against | Abstain | ||||||||||||
| 44,239,086 | 1,914,880 | 9,838,621 | ||||||||||||
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.
| OVID THERAPEUTICS INC. | ||||||||
| By: | /s/ Jeffrey Rona | |||||||
Jeffrey Rona | ||||||||
| Chief Business and Financial Officer | ||||||||
Dated: July 10, 2025