Axsome Therapeutics, Inc. (AXSM)
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AGM 2024

Jun 7, 2024

Operator

Welcome to the annual meeting for Axsome Therapeutics, Inc. Our host for today's call is Herriot Tabuteau, Axsome's CEO and Chairman. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host. Mr. Tabuteau, you may begin.

Herriot Tabuteau
CEO and Chairman, Axsome Therapeutics

Well, thank you. Good morning. This is Herriot Tabuteau, Axsome's CEO and Chairman. The meeting will come to order. Let me take this opportunity to welcome everyone to the 2024 annual meeting of stockholders of Axsome Therapeutics Incorporated. This year's annual meeting is being held in a virtual-only format. This allows stockholders, regardless of physical location, to participate in today's meeting. Not only can you listen to the meeting, you can also submit questions and vote your shares online prior to the closing of the polls, in accordance with the instructions you received prior to the meeting. We will get started with the technical phase of the meeting in a few moments. But first, we would like to to direct your attention to the rules of conduct, a copy of which has been posted to the online meeting portal.

Among other items, the rules of conduct describe procedures for asking questions at the meeting. We will only respond to questions related to the official business of the meeting. If you wish to ask a question, please type your question in the Ask a Question field on the bottom left-hand of your screen. You may ask questions at any point during the meeting. If your questions relate to one of the proposals before the meeting, we will, we will do our best to respond to your question prior to the poll's closing. Approximately 15 minutes has been set aside at the end of the meeting for a question and answer session.

Please note that Mike Makovec, a representative of Deloitte & Touche LLP, the company's independent auditor, is present at the meeting and is available to respond to questions raised by stockholders during the Q&A session. Before proceeding to the business of this meeting, there are also certain legal matters which we must dispose of in order to make certain that we are conducting a duly authorized meeting. But as soon as these are completed, I would like to introduce you to the officers and directors of the company, and also to describe to you the matters proposed for your consideration and action at this meeting. Hunter Murdock, Axsome's General Counsel, who is present at today's meeting, will act as Secretary of the meeting. The company has designated John Castillo, a representative of The Dotted Line Collaborations, to serve as the Inspector of Election.

A copy of Mr. Castillo's oath as Inspector of Election was presented to me prior to the meeting. Therefore, Mr. Castillo's, excuse me, appointment as Inspector of Election is valid. Mr. Murdock, please file a copy of the oath, the minutes of the meeting. Will the Secretary of the meeting kindly confirm that a majority of the total number of shares of common stock of the company outstanding and entitled to vote at the meeting were present at the meeting?

Hunter Murdock
General Counsel, Axsome Therapeutics

Ladies and gentlemen, for the report of the Inspector of Elections, there are represented at this meeting the majority of the total number of shares of common stock of the company outstanding, entitled to a vote as of the close of business on April 15, 2024, the record date for this meeting. There is, therefore, a quorum present, and the meeting is competent to transact business.

Herriot Tabuteau
CEO and Chairman, Axsome Therapeutics

Thank you, Mr. Murdock. As Secretary of the meeting, would you also please report on the mailing of proxy materials and the availability of a list of stockholders?

Hunter Murdock
General Counsel, Axsome Therapeutics

Mr. Chairman, a copy of the notice of the Annual Meeting of Stockholders, dated April 26, 2024, concerning the matters to be considered and acted upon at the meeting, and a copy of the proxy statement, proxy card, and annual report to stockholders for the fiscal year ended December 31, 2023, have been made available for viewing by the company's stockholders through the virtual meeting portal. Additionally, we've received an affidavit of mailing executed by an employee of Broadridge Financial Solutions, Inc , the proxy processing service provider for the company, certifying that the mailing of the aforementioned proxy materials to the company's stockholders was initiated on April 26, 2024.

The Inspector of Election is also has at the meeting a list of the holders of record of the outstanding common stock of the company, which list is certified by an officer of the Equiniti Trust Company, LLC, the company's transfer agent, and arranged in alphabetical order, listing each stockholder of record at the close of business on April 15, 2024 , the date fixed by the Board of Directors as the record date for this meeting. The affidavit of mailing will be filed with the minutes of this meeting.

Herriot Tabuteau
CEO and Chairman, Axsome Therapeutics

Now that the technical organizational phase of the meeting has been completed, and before proceeding to the business to be transacted at this meeting, I would like to take this opportunity to introduce you to the officers and directors of the company. Let me first introduce the current directors of the company. In addition to myself, the members of the board are Dr. Mark Coleman, Dr. Roger Jeffs, Dr. Susan Mahony, and Mr. Mark Saad. In addition to Mr. Murdock, I would also like to introduce you to the following members of the company's management team: Nick Pizzie, Chief Financial Officer, and Mark Jacobson, Chief Operating Officer, as well as to Emilio Ragosa, Mandeep Kalra, and Manal Patel of the DLA Piper, counsel to the company.

I would also like to take this opportunity to introduce Mike Makovec of Deloitte & Touche LLP, the company's independent registered public accounting firm. The chair deems the following matters to be properly brought before this meeting: A, the proposed election of myself and Dr. Mark Coleman as Class III directors. B, a proposal to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. And C, a proposal to approve by non-binding advisory vote, the compensation of the company's named executive officers. The polls are now open for voting online. If you have already voted by proxy, you do not need to vote at this meeting.

However, if you wish to change your vote or if you are a registered shareholder and have not voted, you may fill out the voting instructions by clicking on the Vote Here button on the bottom center of your screen. I will now pause the meeting to provide you with time to vote or change your vote if you wish. We will be closing the polls shortly. You must ensure you submit your electronic ballot in order for your votes to be counted. The Inspector of Election will not accept votes submitted after the closing of the polls. Please note that any votes submitted by electronic ballot will be subject to final verification by the Inspector of Election. The polls have been held open for a sufficient period of time, and I hereby declare that the polls are now closed for voting on the items of business.

Will the Secretary of the meeting please give the preliminary report of the Inspector of Election concerning the votes upon the election of directors and the aforesaid proposals?

Hunter Murdock
General Counsel, Axsome Therapeutics

The preliminary report of the Inspector of Election indicates that Dr. Tabuteau and Dr. Mark Coleman have been duly elected as Class three directors of the company to serve until the annual meeting of stockholders for the fiscal year 2027, until their respective successors have been duly elected and qualified. The proposal to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2024, has been duly passed by the stockholders of the company. The proposal to approve by non-binding advisory vote, the compensation of the company's named executive officers, has been duly passed by the stockholders of the company.

Herriot Tabuteau
CEO and Chairman, Axsome Therapeutics

The Inspector of Election will execute his report as to the total number of votes cast on each of the matters at this meeting. The report shall be filed with the minutes of the meeting. The legal portion of the meeting has now concluded. I would like to open the floor to any questions or comments. As a reminder, it is possible that today's meeting, including some of our comments and some of our responses to your questions, may include forward-looking statements that are based on certain assumptions and are subject to a number of risks and uncertainties. The risks, uncertainties, and assumptions that could affect these forward-looking statements include risks that are included in the company's SEC reports, including our Form 10-Q for the first fiscal quarter of 2024.

We qualify all of our forward-looking statements by these cautionary statements and, except as required by law, we assume no responsibility for updating any forward-looking statements. In addition, with respect to all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We will now proceed to the question and answer portion of today's meeting. As a reminder, we have allotted 15 minutes at the end of this meeting to respond to questions from our shareholders. We will do our best to answer as many questions as possible during this time.

Hunter Murdock
General Counsel, Axsome Therapeutics

Mr. Chairman, we do not have any questions pending.

Herriot Tabuteau
CEO and Chairman, Axsome Therapeutics

Ladies and gentlemen, that concludes the annual meeting. Thank you all very much for attending.

Hunter Murdock
General Counsel, Axsome Therapeutics

Thank you.

Operator

This now concludes the meeting. Thank you for joining. You may disconnect and please have a pleasant day. Thank you.

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