VTGN VistaGen Therapeutics

Employees

Data from SEC filings
Employee count

Shareholder alignment

Proxy contests and exempt solicitations in last 3 years

No recent proxy contest or exempt solicitation filings from shareholders.

Vote support at last AGM
On September 5, 2019, VistaGen Therapeutics, Inc. (the Company) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). All proposals were approved by the Company’s stockholders. The matters voted upon at the Annual Meeting and the detailed results of the stockholder voting approving all such matters are set forth below.
Proposal No. 1 – Election of Directors
For
Against
Votes
% Voted
Votes
% Voted
Shawn K. Singh
14,657,935
91.91%
1,290,719
8.09%
H. Ralph Snodgrass
14,711,550
92.24%
1,237,104
7.76%
Jon S. Saxe
13,312,707
83.47%
2,635,947
16.53%
Brian J. Underdown
13,306,184
83.43%
2,642,470
16.57%
Jerry B. Gin
13,318,049
83.51%
2,630,605
16.49%
Ann M. Cunningham
14,727,093
92.34%
1,221,561
7.66%
Each of the members of the Company’s Board of Directors is elected by a plurality of the votes cast. Accordingly, each of the directors named above was re-elected to serve on the Company’s Board of Directors until the Company’s 2020 Annual Meeting of Stockholders, or until his or her successor is qualified and elected.
Proposal No. 2 – Approval of an Amendment to the Company’s Restated Articles of Incorporation
For
Against
Abstained
Votes
26,509,066
4,963,523
470,091
% Voted
82.99%
15.54%
1.47%
The vote required to approve Proposal No. 2 was the affirmative vote of a majority of the outstanding shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), entitled to vote as of July 12, 2019, the record date for the Annual Meeting (the “Record Date”). Accordingly, the amendment to increase the number of authorized shares of Common Stock under the Company’s Restated Articles of Incorporation from 100.0 million to 175.0 million (the “Charter Amendment”) was approved.
As approved at the Annual Meeting, the Charter Amendment will be filed with the Nevada Secretary of State on or about September 6, 2019. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1.
Proposal No. 3 – Approval of the Adoption of the Company’s 2019 Omnibus Equity Incentive Plan
For
Against
Abstained
Votes
12,884,874
2,992,767
71,013
% Voted
80.79%
18.77%
0.44%
The vote required to approve Proposal No. 3 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved the 2019 Omnibus Equity Incentive Plan and ratification of all issuances thereunder to date, as described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on July 23, 2019 (the “Proxy Statement”).
Proposal No. 4 – Approval of the Adoption of the Company’s 2019 Employee Stock Purchase Plan
For
Against
Abstained
Votes
14,572,422
1,315,128
61,104
% Voted
91.37%
8.25%
0.38%
The vote required to approve Proposal No. 4 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan, as described in the Proxy Statement.
Proposal No. 5 – Advisory Vote to Approve Executive Compensation (Say-on-Pay Proposal)
For
Against
Abstained
Votes
13,883,367
1,965,028
100,259
% Voted
87.05%
12.32%
0.63%
The vote required to approve this non-binding advisory Proposal No. 5 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement.
Proposal No. 6 – Ratification of Appointment of Auditors

For
Against
Abstained
Votes
30,257,040
849,405
836,235
% Voted
94.72%
2.66%
2.62%
The vote required to approve Proposal No. 6 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, stockholders ratified the appointment of OUM & Co. LLP as the Company’s independent auditors for the fiscal year ending March 31, 2020.