false 0001411685 0001411685 2024-08-26 2024-08-26
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): August 26, 2024
 
Vistagen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
000-54014
20-5093315
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
 
343 Allerton Ave.
South San Francisco, California 94080
(Address of principal executive offices)
 
(650) 577-3600
(Registrant’s telephone number, including area code)
 
Not Applicable
(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
Common Stock, par value $0.001 per share
VTGN
Nasdaq Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
 
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 August 26, 2024, Vistagen Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, as set forth below, the Company’s stockholders: (i) elected each of the seven 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, 2025.
 
The matters voted upon at the 2024 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.
    
12,431,830
      
2,263,438
  
Ann M. Cunningham, MBA
    
11,782,124
      
2,913,144
  
Joanne Curley, Ph.D.
    
12,805,113
      
1,890,155
  
Jerry B. Gin, Ph.D., MBA
    
13,923,175
      
772,093
  
Mary L. Rotunno, J.D.
    
12,777,661
      
1,917,607
  
Jon S. Saxe, J.D., LL.M.
    
14,218,617
      
476,651
  
Shawn K. Singh, J.D.
    
14,540,841
      
154,427
  
 
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 2025 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
    
13,758,902
      
842,393
      
93,973
  
 
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 17, 2024.
 
Proposal No. 3 – Ratification of Appointment of Auditors
 
   
For
    
Against
    
Abstain
  
Votes
    
21,277,275
      
49,205
      
22,767
  
 
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, 2025 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, 2025.
 
For more information about each of the foregoing proposals, please review the Company’s definitive proxy statement, filed with the SEC on July 17, 2024.
 
 
 
 
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 thereunto duly authorized.
 
 
Vistagen Therapeutics, Inc.
     
Date: August 28, 2024
By:
/s/ Shawn K. Singh, J.D.
   
Shawn K. Singh
Chief Executive Officer
 
 
 
v3.24.2.u1
Document And Entity Information
Aug. 26, 2024
Document Information [Line Items]  
Entity, Registrant Name Vistagen Therapeutics, Inc.
Document, Type 8-K
Document, Period End Date Aug. 26, 2024
Entity, Incorporation, State or Country Code NV
Entity, File Number 000-54014
Entity, Tax Identification Number 20-5093315
Entity, Address, Address Line One 343 Allerton Ave.
Entity, Address, City or Town South San Francisco
Entity, Address, State or Province CA
Entity, Address, Postal Zip Code 94080
City Area Code 650
Local Phone Number 577-3600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol VTGN
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001411685
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