{"url_path":"/sec/vtgn/8-k/2026-09-11/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":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1411685/0001628280-26-061445-index.html","accession_number":"0001628280-26-061445","cik":"0001411685","ticker":"VTGN","issuer_name":"Vistagen Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1411685/0001628280-26-061445-index.html","primary_entity_key":"0001411685","primary_entity_name":"Vistagen Therapeutics, Inc."},"word_count":403,"has_tables":true,"body_markdown":"Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nOn September 10, 2026, Vistagen Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, as set forth below, the Company’s stockholders: (i) elected each of the four director nominees to the Company’s Board of Directors (the “Board”); (ii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending March 31, 2027.\n\nThe matters voted upon at the 2026 Annual Meeting and the results of the voting by the Company’s stockholders are as follows:\n\nProposal No. 1 – Election of Directors\n\nForWithheld\n\nJon S. Saxe, J.D., LL.M.\n\nChair and Independent Director\n7,354,9231,141,965\n\nAnn M. Cunningham, MBA\n\nIndependent Director\n4,664,4503,832,438\n\nDouglas J. Williamson, M.D.\n\nIndependent Director\n7,382,9071,113,981\n\nShawn K. Singh, J.D.\n\nPresident, Chief Executive Officer and Director\n4,971,1803,525,708\n\n \n\nMembers of the Board are elected by a plurality of the votes cast. Accordingly, each of the director nominees named above was elected to serve on the Board until the Company’s 2027 Annual Meeting of Stockholders, or until her or his successor is elected and qualified.\n\nProposal No. 2 – Non-Binding Advisory Vote to Approve Executive Compensation (Say-on-Pay Proposal)\n\nForAgainstAbstain\n\nVotes6,625,0451,142,430729,413\n\nThe vote required to approve the non-binding advisory vote on executive compensation paid to the Company’s named executive officers was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as reported in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 31, 2026.\n\nProposal No. 3 – Ratification of Appointment of Independent Auditors\n\nForAgainstAbstain\n\nVotes22,495,649680,897685,683\n\nThe vote required to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending March 31, 2027 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending March 31, 2027.\n\nFor more information about each of the foregoing proposals, please review the Company’s definitive proxy statement, filed with the SEC on July 31, 2026."}