---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-027059"
form_type: "8-K"
ticker: "AXSM"
cik: "0001579428"
company_name: "Axsome Therapeutics, Inc."
filed_at: "2023-06-08T23:59:59+00:00"
generated_at: "2026-06-14T04:57:13.969604+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Axsome shareholders approve 2023 Employee Stock Purchase Plan and elect Mark Saad as director

## Summary
- Shareholders approved ESPP with 27.3M for, 357k against; 1.1M shares reserved for purchases at 85% of FMV.
- Mark Saad elected Class II director with 17.7M votes for, 10.1M withheld; 6.6M broker non-votes.
- Ratification of Ernst & Young as auditor passed with 34.1M for, 113k against.
- Non-binding advisory vote on executive compensation approved with 26.6M for, 629k against.
- ESPP allows payroll deductions of 1-15% of compensation; offering periods typically 12 months as of June 1.

## SEC filing metadata
- accession: 0000950170-23-027059
- form_type: 8-K
- ticker: AXSM
- cik: 0001579428
- company_name: Axsome Therapeutics, Inc.
- filed_at: 2023-06-08T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1579428/000095017023027059/0000950170-23-027059-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1579428/000095017023027059/axsm-20230602.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-027059
- JSON: https://secwatch.observer/filing/0000950170-23-027059.json
- Plain text: https://secwatch.observer/filing/0000950170-23-027059.txt

## Key facts
- Shareholder Votes
  Axsome Therapeutics, Inc. shareholders approved Proposal to approve the 2023 Employee Stock Purchase Plan (ESPP) at the 2023-06-02 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-02
  source text: Proposal 3: A proposal to approve the ESPP. The Company’s stockholders approved the adoption of the ESPP. The votes regarding this proposal were as follows: Votes For Votes Against Votes Abstaining Broker Non-Votes 27,347,369 357,216 55,974 6,637,733
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579428/000095017023027059/0000950170-23-027059-index.htm
- Shareholder Votes
  Axsome Therapeutics, Inc. shareholders approved Ratification of Appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-02 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-02
  source text: Proposal 2: Ratification of Appointment of Ernst & Young LLP. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding this proposal were as follows: Votes For Votes Against Votes Abstaining Broker Non-Votes 34,061,821 113,392 223,079 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579428/000095017023027059/0000950170-23-027059-index.htm
- Shareholder Votes
  Axsome Therapeutics, Inc. shareholders approved Election of Class II Director at the 2023-06-02 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-02
  source text: Proposal 1: Election of Class II Director. The Company’s stockholders elected the following director to serve as a Class II director until the 2026 annual meeting of stockholders and until their successor is duly elected and qualified. The votes regarding the election of the Class II director were as follows: Director Votes For Votes Withheld Broker Non-Votes Mark Saad 17,685,595 10,074,964 6,637,733
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579428/000095017023027059/0000950170-23-027059-index.htm
- Shareholder Votes
  Axsome Therapeutics, Inc. shareholders approved Approval, by Non-Binding Advisory Vote, of the Compensation of the Company’s named executive officers at the 2023-06-02 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-02
  source text: Proposal 4: Approval, by Non-Binding Advisory Vote, of the Compensation of the Company’s named executive officers. The Company’s stockholders voted to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows: Votes For Votes Against Votes Abstaining Broker Non-Votes 26,607,318 628,910 524,331 6,637,733
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579428/000095017023027059/0000950170-23-027059-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.