Ovid Therapeutics Inc. (OVID)
NASDAQ: OVID · Real-Time Price · USD
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At close: Sep 9, 2026, 4:00 PM EDT
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AGM 2026

Jun 10, 2026

Summary

The meeting covered director election, executive compensation, and auditor ratification, with all proposals approved. No shareholder questions were raised, and quorum was established with 75.7% of shares represented.

Meg Alexander
President and CEO, Ovid Therapeutics

Good morning. My name is Meg Alexander, and I'm the President and Chief Executive Officer and Director of Ovid Therapeutics Inc. I'm very happy to welcome you to Ovid's 2026 Annual Meeting of Stockholders. The meeting will now officially come to order. The time is now 10:30 A.M. on June 10, 2026, and the polls are now open for voting on all matters to be presented. As you know, we're hosting today's meeting through a virtual online platform hosted by Broadridge. Before we proceed with the formal business of the meeting, I'd like to introduce you to the members of the business team who are with us here today. The officer of the company with us virtually today is Jeff Rona, our Chief Business and Financial Officer and Corporate Secretary.

I'd also like to introduce you to Joseph Epstein and Darius Monahan of KPMG, the company's independent registered public accounting firm, who are also in attendance virtually, and they're available to respond to questions and appropriate questions as needed. We will proceed with the formal business of the meeting in the order set forth in the notice of annual meeting and proxy statement. We'll first present three proposals submitted for approval by our board. We will take the questions related to the proposal or any questions for the auditors after all the proposals have been presented, after which we'll announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting on all matters to be presented. Each share of common stock is entitled to one vote. After I describe each item to be voted on, we'll close the polls.

We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you've already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you've not voted, I encourage you to vote online now. After the formal part of our meeting has concluded, we'll answer any appropriate questions you may have. The rules of conduct for this meeting are posted on the virtual meeting site. In order to conduct an orderly meeting, we ask that you please follow these rules.

Stockholders who are attending this meeting with a valid 16-digit control number may submit questions or comments for the Q&A portion of this meeting through the text box, which is located on the virtual meeting screen. We will try to answer any questions submitted that are germane to the proposals and/or this meeting, and of course, if we have time. Please submit your questions now to make sure they're received in a timely fashion for our review and response. Please note that our discussion today may include forward-looking statements and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in our most recently filed quarterly report on the Form 10-Q. Jeff Rona will act as Secretary of this meeting.

Will the Secretary please report at this time with respect to the mailing of the notice of the meeting?

Jeff Rona
Chief Business and Financial Officer and Corporate Secretary, Ovid Therapeutics

I have an affidavit certifying that notice of this annual meeting of stockholders of the company was duly given to all stockholders of record at the close of business on April 15th, 2026. A copy of the notice and affidavit will be filed with the records of the meeting.

Meg Alexander
President and CEO, Ovid Therapeutics

Thank you, Jeff. At this time, I would like to introduce Jim Alden of American Election Services, who's present virtually. Jim has been appointed to act as an Inspector of Election at this meeting. Jim has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. Will the Secretary please report at this time with respect to the existence of a quorum?

Jeff Rona
Chief Business and Financial Officer and Corporate Secretary, Ovid Therapeutics

I have been informed by the Inspector of Election that proxies have been received for 130,958,928 of the 173,037,131 shares of common stock outstanding on the record date, which represents approximately 75.7% of the total number of shares of common stock outstanding on the record date. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting. Meg?

Meg Alexander
President and CEO, Ovid Therapeutics

We'll now proceed with the formal business of this meeting. After all the proposals have been described, we'll answer any questions related to the proposals submitted online. As a reminder, we ask that any comments or questions during the portion of the meeting only pertain to the proposals. Please submit any questions as soon as possible for our review. There are three proposals to be considered today by the stockholders at this meeting. The first item of business is the election of one Class III director to serve until the 2029 annual meeting until his successor is elected. The nominee for the Class III director is Jeremy M. Levin, D.Phil., MB BChir. The second item of business today is the advisory vote on the compensation of the company's named executive officers as described in the proxy statement.

The stockholders have been asked to vote on an advisory basis on the following resolution. Be it resolved that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved. The third item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of KPMG as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2026. That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals or addressed to the auditors before we close the polls. As a reminder, we'll only review and answer questions at this time that pertain to the proposals. Jeff, are there any questions?

Jeff Rona
Chief Business and Financial Officer and Corporate Secretary, Ovid Therapeutics

Meg, there are no questions at this time.

Meg Alexander
President and CEO, Ovid Therapeutics

Okay. There are no questions at this time. At this time, at 10:36 A.M., the polls are now closed for voting. May we have the results of the voting?

Jeff Rona
Chief Business and Financial Officer and Corporate Secretary, Ovid Therapeutics

The preliminary report of the Inspector of Elections covering the proposals presented at this meeting is as follows. One, Jeremy M. Levin has been elected as Class III Director of the company. Two, the resolution concerning the advisory vote on the compensation of the company's named executive officers is approved. Three, the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026 is ratified.

Meg Alexander
President and CEO, Ovid Therapeutics

Thank you, Jeff. We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting. If not reported earlier, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. I will now address the questions that were submitted by our stockholders that are germane to this meeting. It appears that there are no additional questions. Thank you all again for your attendance at today's meeting and for your continued support of Ovid Therapeutics.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day