VistaGen Therapeutics Inc.
09/15/2025 | Press release | Distributed by Public on 09/15/2025 14:51
Proxy Results, Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2025, Vistagen Therapeutics, Inc. (the "Company") received notice from Cynthia L. Anderson, the Company's Chief Financial Officer and principal financial and accounting officer, of her decision to resign from the Company effective October 15, 2025. Ms. Anderson's decision to resign is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company is conducting a search for a candidate to succeed Ms. Anderson. In connection with Ms. Anderson's departure, the Company intends to enter into a consulting services agreement with Ms. Anderson, pursuant to which she will provide advisory services to support the transition to her successor.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 9, 2025, the Company held its 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting"). At the 2025 Annual Meeting, as set forth below, the Company's stockholders: (i) elected each of the six director nominees to the Company's Board of Directors (the "Board"); (ii) approved, on an advisory basis, the compensation paid to the Company's named executive officers; and (iii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending March 31, 2026.
The matters voted upon at the 2025 Annual Meeting and the results of the voting by the Company's stockholders are as follows:
Proposal No. 1 - Election of Directors
| For | Withheld | ||||||||||
|
Margaret M. FitzPatrick, M.A.
Chair and Independent Director
|
12,221,441 | 580,280 | |||||||||
|
Ann M. Cunningham, MBA
Non-Independent Director
|
12,297,524 | 504,197 | |||||||||
|
Joanne Curley, Ph.D.
Independent Director
|
12,403,087 | 398,634 | |||||||||
|
Mary L. Rotunno, J.D.
Independent Director
|
12,394,003 | 407,718 | |||||||||
|
Jon S. Saxe, J.D., LL.M.
Independent Director
|
12,399,240 | 402,481 | |||||||||
|
Shawn K. Singh, J.D.
President, Chief Executive Officer and Director
|
12,375,527 | 426,194 | |||||||||
Members of the Board are elected by a plurality of the votes cast. Accordingly, each of the director nominees named above was elected to serve on the Board until the Company's 2026 Annual Meeting of Stockholders, or until her or his successor is elected and qualified.
Proposal No. 2 - Non-Binding Advisory Vote to Approve Executive Compensation (Say-on-Pay Proposal)
| For | Against | Abstain | ||||||||||||
| Votes | 11,482,372 | 299,397 | 1,019,952 | |||||||||||
The vote required to approve the non-binding advisory vote on executive compensation paid to the Company's named executive officers was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company's stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, as reported in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on July 28, 2025.
Proposal No. 3 - Ratification of Appointment of Auditors
| For | Against | Abstain | ||||||||||||
| Votes | 21,166,179 | 346,550 | 55,123 | |||||||||||
The vote required to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending March 31, 2026 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending March 31, 2026.
For more information about each of the foregoing proposals, please review the Company's definitive proxy statement, filed with the SEC on July 28, 2025.
VistaGen Therapeutics Inc. published this content on September 15, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 15, 2025 at 20:51 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]