{"url_path":"/sec/anro/8-k/2026-05-13/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1999480/0001999480-26-000014-index.html","accession_number":"0001999480-26-000014","cik":"0001999480","ticker":"ANRO","issuer_name":"Alto Neuroscience, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1999480/0001999480-26-000014-index.html","primary_entity_key":"0001999480","primary_entity_name":"Alto Neuroscience, Inc."},"word_count":385,"has_tables":true,"body_markdown":"Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nOn May 12, 2026, the Company held the Annual Meeting. The stockholders considered four proposals, each of which is described in more detail in the Proxy Statement. Of the 31,945,516 shares of common stock outstanding as of the record date, 26,762,809 shares, or approximately 83.77%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.\n\nProposal No. 1: Election of Directors\n\nThe Company’s stockholders approved the Class II director nominees recommended for election at the Annual Meeting to serve as directors until the 2029 annual meeting of stockholders and until the director’s successor has been duly elected and qualified. The votes cast at the Annual Meeting regarding this proposal were as follows:\n\nNameVotes ForVotes WithheldBroker Non-Votes\n\nRaymond Sanchez, M.D. 23,133,16131,4323,598,216\n\nGwill York12,385,50110,779,0923,598,216\n\nProposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm\n\nThe Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes cast at the Annual Meeting regarding this proposal were as follows:\n\nVotes ForVotes AgainstAbstentionsBroker Non-Votes\n\n26,727,21523,44012,1540\n\nProposal No. 3: Amendment and Restatement of 2024 Equity Incentive Plan\n\nThe Company's stockholders did not approve the proposed amendment and restatement of the Company’s 2024 Equity Incentive Plan (the “2024 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 of the 2024 Plan. The votes cast at the Annual Meeting regarding this proposal were as follows:\n\nVotes ForVotes AgainstAbstentionsBroker Non-Votes\n\n10,838,50912,205,864120,2203,598,216\n\nProposal No. 4: Amendment and Restatement of 2024 Employee Stock Purchase Plan\n\nThe Company’s stockholders approved the proposed amendment and restatement of the Company’s 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 of the A&R 2024 ESPP. The votes cast at the Annual Meeting regarding this proposal were as follows:\n\nVotes ForVotes AgainstAbstentionsBroker Non-Votes\n\n11,946,81811,097,535120,2403,598,216"}