Alto Neuroscience annual meeting: ESPP amendment approved, equity plan amendment fails

Alto Neuroscience, Inc.

Stockholders approved amendment to 2024 ESPP to treat pre-funded warrants as shares for evergreen feature.
Stockholders rejected amendment to 2024 Equity Incentive Plan to treat pre-funded warrants for share reserve calculation.
Directors Raymond Sanchez and Gwill York elected; 10.8M votes withheld for York.
Ratification of Deloitte & Touche LLP as independent auditor for FY 2026 approved.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Alto Neuroscience, Inc. shareholders rejected Amendment and restatement of 2024 Equity Incentive Plan to treat outstanding pre-funded warrants the same as outstanding shares of common stock for purposes of calculating the number of shares to be automatically added to the share reserve thereunder pursuant to the evergreen feature at the 2026-05-12 meeting.

Proposal: equity plan
Outcome: failed
Meeting: 2026-05-12

Exact text from the filing

The votes cast at the Annual Meeting regarding this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 10,838,509 12,205,864 120,220 3,598,216

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Alto Neuroscience, Inc. shareholders approved Election of Class II directors at the 2026-05-12 meeting.

Proposal: director election
Outcome: passed
Meeting: 2026-05-12

Exact text from the filing

The votes cast at the Annual Meeting regarding this proposal were as follows: Name Votes For Votes Withheld Broker Non-Votes Raymond Sanchez, M.D. 23,133,161 31,432 3,598,216 Gwill York 12,385,501 10,779,092 3,598,216

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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Alto Neuroscience, Inc. shareholders approved Amendment and restatement of 2024 Employee Stock Purchase Plan to treat outstanding pre-funded warrants the same as outstanding shares of common stock for purposes of calculating the number of shares to be automatically added to the share reserve thereunder pursuant to the evergreen feature at the 2026-05-12 meeting.

Proposal: equity plan
Outcome: passed
Meeting: 2026-05-12

Exact text from the filing

The votes cast at the Annual Meeting regarding this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 11,946,818 11,097,535 120,240 3,598,216

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Alto Neuroscience, Inc. shareholders approved Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 at the 2026-05-12 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2026-05-12

Exact text from the filing

The votes cast at the Annual Meeting regarding this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 26,727,215 23,440 12,154 0

View on SEC.gov

560 shareholder votes filed in the last 30 days. Browse all shareholder votes →

Alto Neuroscience, Inc. filing history →

Source: SEC EDGAR

accession 0001999480-26-000014

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