SAGE THERAPEUTICS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect two directors, Elizabeth Barrett and Geno Germano, each to serve as a Class I director until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, or removal: Elizabeth Barrett

SAGE THERAPEUTICS INC.’s own tally for this item (“Elect Director: Elizabeth Barrett”): 27,582,793 for, 22,463,987 withheld, per its Form 8-K filed June 11, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were elected to the Company's Board as Class I directors for terms expiring at the 2027 annual meeting of stockholders.”
Support: 55% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 7,787,975 for, 14,436,162 withheld, 53,836 abstained.

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

Description as filed by funds: To elect two directors, Elizabeth Barrett and Geno Germano, each to serve as a Class I director until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, or removal: Geno Germano

SAGE THERAPEUTICS INC.’s own tally for this item (“Elect Director: Geno Germano”): 26,917,776 for, 23,129,004 withheld, per its Form 8-K filed June 11, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were elected to the Company's Board as Class I directors for terms expiring at the 2027 annual meeting of stockholders.”
Support: 53.8% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 12,875,222 for, 9,317,671 withheld, 85,080 abstained.

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

Description as filed by funds: To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Option Exchange Proposal.

SAGE THERAPEUTICS INC.’s own tally for this item (“2. A proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in ”): 43,566,715 for, 5,375,352 against — passed, per its Form 8-K filed January 31, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: The stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Option …”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 66 asset managers below reported 19,188,982 for, 3,648,840 against, 676 withheld, 6,247 abstained.

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

Description as filed by funds: To approve a one-time stock option exchange program for non-executive officer employees of Sage (the ''Option Exchange Proposal'').

SAGE THERAPEUTICS INC.’s own tally for this item (“1. A one-time stock option exchange program for non-executive officer employees of the Company (the "Option Exchange Proposal")”): 48,262,593 for, 665,774 against — passed, per its Form 8-K filed January 31, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1: The stockholders approved a one-time stock option exchange program for non-executive officer employees of the Company (the "Option Exchange Proposal").”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 66 asset managers below reported 22,828,807 for, 15,327 against, 611 withheld.

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

Description as filed by funds: To approve the Sage Therapeutics, Inc. 2024 Equity Incentive Plan.

SAGE THERAPEUTICS INC.’s own tally for this item (“4. The 2024 Plan”): 34,334,451 for, 15,678,289 against — passed, per its Form 8-K filed June 11, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The 2024 Plan was approved.”
Support: 69% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 64 managers: 17,402,414 for, 4,894,793 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 1,010,544 for.

Description as filed by funds: To hold a non-binding advisory vote to approve the compensation paid to our named executive officers.

SAGE THERAPEUTICS INC.’s own tally for this item (“3. A non-binding, advisory proposal on the compensation of the Company's named executive officers”): 47,705,636 for, 2,299,792 against — passed, per its Form 8-K filed June 11, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “A non-binding, advisory proposal on the compensation of the Company's named executive officers was approved.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 65 managers: 22,157,007 for, 155,453 against, 6,247 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 166 managers: 27,534,342 for, 844,856 against, 82,429 abstained, 50 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024

SAGE THERAPEUTICS INC.’s own tally for this item (“2. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024”): 52,272,319 for, 1,106,440 against — passed, per its Form 8-K filed June 11, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024, was ratified.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 66 asset managers below reported 22,311,943 for, 517 against, 6,247 abstained.

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.