{"url_path":"/sec/nerv/8-k/2026-06-04/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":"2026-06-04","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":599,"has_tables":true,"body_markdown":"Item 5.07\n\nSubmission of Matters to a Vote of Security Holders.\n\nThe Company held its 2026 Annual Meeting on June 3, 2026. As of April 9, 2026, the record date for the 2026 Annual Meeting, 43,841,998 shares of common stock of the Company were issued and outstanding. In addition, 3,296 shares of Series A Convertible Voting Preferred Stock were issued and outstanding, of which 196 shares have voting rights after taking into account the Maximum Percentage as described in the 2026 Proxy Statement, resulting in 92,708 shares of common stock on an as-converted to common stock basis. Therefore, there are 43,934,706 shares of common stock entitled to vote as of the record date. Each share of common stock is entitled to one vote. Each share of Series A Convertible Voting Preferred Stock outstanding as of the record date has the right to vote on an as-converted to common stock basis (i.e., each share of Series A Convertible Voting Preferred Stock is convertible into 473 shares of common stock), together with the shares of common stock and voting together as a single class, on all matters presented to the stockholders for approval, subject to the Maximum Percentage (as defined in the 2026 Proxy Statement). The final results for each of the proposals submitted to a vote of the Company’s stockholders at the 2026 Annual Meeting are set forth below. These proposals are described in the 2026 Proxy Statement:\n\nProposal 1: Election of Directors. Two nominees were elected to serve on the Board until the Company’s 2029 annual meeting of stockholders and until their successors are elected and qualified. The voting results were as follows:\n\n \n\nNominee\n  \nFor\n \n  \nWithheld\n \n  \nBroker Non-Votes\n \n\nDr. David Kupfer\n\n  \n \n23,211,099\n \n  \n \n7,182,190\n \n  \n \n4,904,233\n \n\nJan van Heek\n\n  \n \n30,369,333\n \n  \n \n23,956\n \n  \n \n4,904,233\n \n\nProposal 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. The Company’s stockholders approved Proposal 2. The voting results were as follows:\n\n \n\nFor\n \nAgainst\n \nAbstain\n \nBroker Non-Votes\n\n27,222,961\n \n3,169,756\n \n572\n \n4,904,233\n\n \n\nProposal 3: Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Eliminate the Exclusive Forum Provision. The Company’s stockholders approved Proposal 3. The voting results were as follows:\n\n \n\nFor\n \nAgainst\n \nAbstain\n \nBroker Non-Votes\n\n30,360,809\n \n20,954\n \n11,526\n \n4,904,233\n\nProposal 4: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers, as disclosed in the Proxy Statement. The Company’s stockholders approved Proposal 4. The voting results were as follows:\n\n \n\nFor\n \nAgainst\n \nAbstain\n \nBroker Non-Votes\n\n27,183,828\n \n3,196,678\n \n12,783\n \n4,904,233\n\nProposal 5: Approval, on an Advisory Basis, of the Frequency of Solicitation of Future Advisory Stockholder Approval of Named Executive Officer Compensation. The Company’s stockholders approved Proposal 5. The voting results were as follows:\n\n \n\n1 Year\n \n2 Years\n \n3 Years\n \nAbstain\n \nBroker Non-Votes\n\n30,365,516\n \n1,639\n \n9,934\n \n16,200\n \n4,904,233\n\nThe Company’s stockholders voted one year for the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. Consistent with these results, the Board determined that future stockholder advisory votes on named executive officer compensation will be held every year until the next required advisory vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.\n\nProposal 6: Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026. The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The voting results were as follows:\n\n \n\nFor\n \nAgainst\n \nAbstain\n \nBroker Non-Votes\n\n35,289,299\n \n7,131\n \n1,092\n \n—"}