SAGE THERAPEUTICS INC. 2024-2025 Proxy Voting Records

Description as filed by funds: To elect two directors, James M. Frates and George Golumbeski, Ph.D., each to serve as a Class II director until the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified, subject to his earlier death, resignation, or removal: George Golumbeski, Ph.D.

SAGE THERAPEUTICS INC.’s own tally for this item (“Elect Director: George Golumbeski, Ph.D.”): 26,051,703 for, 21,202,337 withheld, per its Form 8-K filed June 13, 2025 (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 II directors for terms expiring at the 2028 annual meeting of stockholders.”
Support: 55% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 8,752,945 for, 1,179,753 withheld, 2,409,902 abstained.

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

Description as filed by funds: To elect two directors, James M. Frates and George Golumbeski, Ph.D., each to serve as a Class II director until the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified, subject to his earlier death, resignation, or removal: James M. Frates

SAGE THERAPEUTICS INC.’s own tally for this item (“Elect Director: James M. Frates”): 35,830,348 for, 11,423,692 withheld, per its Form 8-K filed June 13, 2025 (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 II directors for terms expiring at the 2028 annual meeting of stockholders.”
Support: 76% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 12,187,327 for, 138,336 withheld, 16,937 abstained.

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

Description as filed by funds: TO APPROVE AN AMENDMENT TO OUR 2014 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED, OR THE 2014 ESPP, TO INCREASE THE NUMBER OF SHARES OF OUR COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE 2014 ESPP BY 500,000 SHARES.

SAGE THERAPEUTICS INC.’s own tally for this item (“4. The amendment to the 2014 ESPP to increase the number of shares of the Company's common stock authorized for issuance thereunder by 500,000 shares”): 40,977,751 for, 6,266,890 against — passed, per its Form 8-K filed June 13, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The amendment to the 2014 ESPP to increase the number of shares of the Company's common stock authorized for issuance thereunder by 500,000 shares was approved.”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 12,395,278 for.

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

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”): 35,986,261 for, 10,918,957 against — passed, per its Form 8-K filed June 13, 2025 (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: 77% 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 54 managers: 12,185,996 for, 156,604 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 153 managers: 20,062,162 for, 10,470,971 against. 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, 2025.

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, 2025”): 50,479,676 for, 684,081 against — passed, per its Form 8-K filed June 13, 2025 (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, 2025, was ratified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 53 asset managers below reported 12,316,972 for, 1,106 against.

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.