{"url_path":"/sec/nerv/8-k/2026-06-04/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1598646/0001193125-26-257379-index.html","accession_number":"0001193125-26-257379","cik":"0001598646","ticker":"NERV","issuer_name":"Minerva Neurosciences, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1598646/0001193125-26-257379-index.html","primary_entity_key":"0001598646","primary_entity_name":"Minerva Neurosciences, Inc."},"word_count":897,"has_tables":true,"body_markdown":"Item 5.03\n\nAmendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nMinerva Neurosciences, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on June 3, 2026. At the 2026 Annual Meeting, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Existing Charter”) to: (i) limit the liability of certain officers for monetary damages to the fullest extent permitted by Delaware law (the “Exculpation Amendment”) and (ii) to eliminate the exclusive forum provision (the “Exclusive Forum Amendment”). The Exculpation Amendment and the Exclusive Forum Amendment are described in detail under “[Proposal 2: Approval of an Amendment to Our Amended and Restated Certificate of Incorporation to Reflect Delaware Law Provisions Allowing for the Exculpation of Certain Officers](http://www.sec.gov/Archives/edgar/data/../../../ix?doc=/Archives/edgar/data/0001598646/000119312526171799/d113727ddef14a.htm#toc113727_16)” and “[Proposal 3: Approval of an Amendment to Our Amended and Restated Certificate of Incorporation to Eliminate the Exclusive Forum Provision](http://www.sec.gov/Archives/edgar/data/../../../ix?doc=/Archives/edgar/data/0001598646/000119312526171799/d113727ddef14a.htm#toc113727_17),” respectively, of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2026 (the “2026 Proxy Statement”), which descriptions are incorporated herein by reference.\n\nThe foregoing description of the Exculpation Amendment and the Exclusive Forum Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Existing Charter, as amended by such amendments (the “Restated Charter”), a copy of which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference. The Restated Charter became effective upon its filing with the Secretary of State of the State of Delaware on June 4, 2026.\n\nAdditionally, on June 3, 2026, the Board of Directors (the “Board”) of the Company approved an amendment and restatement of the Company’s bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. The amendments effected by the Amended and Restated Bylaws, among other things:\n\n \n\n \n•\n \n\nupdate the provisions governing postponement, rescheduling and cancellation of annual and special stockholder meetings to specifically vest that authority in the Board, or any director or officer to whom the Board delegates such authority, at any time before or after notice of such meeting is given to stockholders, and clarify that notice of an adjourned meeting need not be separately given if the adjournment information is displayed on the electronic network used for the meeting during the time scheduled for the meeting, or is set forth in the original notice of meeting;\n\n \n\n \n•\n \n\nupdate the advance notice provision including, without limitation, to:\n\n \n\n \n•\n \n\nclarify that a nominating stockholder shall be a stockholder of record at the time of the annual meeting in addition to at the time of giving notice;\n\n \n\n \n•\n \n\neliminate the prior carve-out acknowledging nominations and proposals properly brought pursuant to applicable provisions of federal law, including the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission thereunder, as an alternative basis for compliance with the advance notice procedures;\n\n \n\n \n•\n \n\nupdate the notice deadline applicable when the annual meeting date falls outside the window tied to the anniversary of the prior year’s annual meeting;\n\n \n\n \n•\n \n\nclarify that the election of directors shall not be a proper subject for stockholder action at a meeting that is called by stockholders, if at such time the stockholders are prohibited from filling vacancies or newly created directorships on the Board;\n\n \n\n \n•\n \n\nlimit the number of nominees that a stockholder may nominate for election at a meeting to the number of directors to be elected at such meeting; and\n\n \n\n \n•\n \n\nreflect the universal proxy rules as set forth in Rule 14a-19 under the Exchange Act by, among other things, (i) requiring additional background information and disclosures regarding proposing stockholders and proposed nominees, (ii) requiring the stockholder making a nomination to represent whether it will comply with the universal proxy rules and (iii) providing that the nomination will be disregarded if the stockholder does not comply with the universal proxy rules;\n\n \n•\n \n\naddress adjournment of stockholder meetings relying on remote communication due to a technical failure;\n\n \n\n \n•\n \n\neliminate the former requirement that the list of stockholders entitled to vote at a stockholder meeting also be made available during the actual meeting;\n\n \n\n \n•\n \n\namend the manner of acting to provide that where a different or minimum vote is provided by law or by applicable stock exchange rules, or by the certificate of incorporation or the bylaws of the Company, such different or minimum vote shall be the applicable vote on the matter;\n\n \n\n \n•\n \n\namend exclusive forum provisions to add any appellate court from the Court of Chancery as part of the designated forum for certain derivative and state law claims and designate the United States District Court for the District of Delaware as a fallback forum if the Court of Chancery lacks or declines jurisdiction; and\n\n \n\n \n•\n \n\ndesignate the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.\n\nThe Amended and Restated Bylaws also include various other updates, including certain technical, conforming and clarifying changes. The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference."}