Item 5.07 Submission of Matters to a Vote of Security
Holders.
On September 26,
2016, VistaGen Therapeutics, Inc. (the “
Company
”) held its Annual Meeting
of Stockholders (the “
Annual Meeting
”), where 4,943,789
shares of the Company’s common stock, 62.02% of the shares
issued and outstanding as of the record date for the Annual
Meeting, were represented in person or by proxy. All matters voted
upon at the Annual Meeting were approved by the Company’s
stockholders. The results of the voting are set forth
below.
Proposal No. 1- Election of Directors
|
|
|
|
|
|
|
|
Jon S.
Saxe
|
3,491,384
|
79.95
%
|
875,575
|
20.05
%
|
Shawn K.
Singh
|
3,607,492
|
82.61
%
|
759,467
|
17.39
%
|
H. Ralph
Snodgrass
|
4,267,739
|
97.73
%
|
99,220
|
2.27
%
|
Brian J. Underdown
|
3,491,384
|
79.95
%
|
875,575
|
20.05
%
|
Jerry
B. Gin
|
4,366,959
|
100.00
%
|
–
|
–
|
The Company’s
Directors are required to be elected by a plurality of the votes
cast. Accordingly, each of the nominees named above was elected by
the Company
’
s
stockholders to serve on the Board of Directors until the 2017
Annual Meeting of Stockholders, or until their successors are
elected and qualified.
Proposal No. 2- Approval of Amended and Restated 2016 Equity
Incentive Plan
|
|
|
|
Votes
|
3,484,758
|
876,208
|
400
|
%
Voted
|
79.90
%
|
20.09
%
|
0.01
%
|
The
vote required to approve this proposal was the affirmative vote of
a majority of the votes cast on the proposal. Accordingly, the
Company’s Amended and Restated 2016 Equity Incentive Plan was
approved, and all issuances thereunder to date were
ratified.
Proposal No. 3- Advisory Vote to Approve Executive Compensation
(“Say-On-Pay Proposal”)
|
|
|
|
Votes
|
3,484,502
|
882,057
|
400
|
%
Voted
|
79.79
%
|
20.20
%
|
0.01
%
|
The vote required
to approve this proposal was the affirmative vote of a majority of
the votes cast on the proposal. Accordingly, the Company’s
stockholders voted, on an advisory basis, in favor of the
compensation paid to the Company’s named executive officers,
as disclosed in the Executive Compensation section of the
Company’s Annual Report on Form 10-K for the year ended March
31, 2016, as well as in the Company’s definitive proxy
statement, filed with the Securities and Exchange Commission on
August 8, 2016.
Proposal No. 4- Advisory Vote to Approve the Frequency of Advisory
Votes on Executive Compensation
|
|
|
|
|
Votes
|
3,028,451
|
140,360
|
1,147,822
|
50,326
|
%
Voted
|
69.35
%
|
3.21
%
|
26.28
%
|
1.15
%
|
Based upon the
results of voting on this proposal, and consistent with the
Board’s previous recommendation, the Board has determined
that the Company’s stockholders will vote on a Say-On-Pay
Proposal every three years. The next required vote on the
frequency of such Say-On-Pay Proposals will be at the
Company’s 2019 Annual Meeting of
Stockholders.
Proposal No. 5- Ratification of Appointment of
Auditors
|
|
|
|
Votes
|
4,943,389
|
–
|
400
|
%
Voted
|
99.99
%
|
–
|
0.01
%
|
The vote required
to approve this proposal was the affirmative vote of a majority of
the votes cast on the proposal. Accordingly, the Company’s
stockholders ratified the appointment of OUM & Co, LLP as the
Company’s independent auditors for the fiscal year ending
March 31, 2017.
For
more information about the foregoing proposals, please review the
Company’s definitive proxy statement, filed with the
Securities and Exchange Commission on August 8, 2016.