Hello and welcome to the 2025 annual meeting of stockholders of VistaGen Therapeutics, Inc. Please note that today's meeting is being recorded. If you have a question or comment regarding a specific item of business on the agenda for today's meeting, you may submit it at any time by clicking on the message icon at the top right of your screen. It is now my pleasure to turn today's meeting over to Ms. Jessica Haskell of VistaGen Therapeutics. Ms. Haskell, the floor is yours.
Good morning, ladies and gentlemen. I am Jessica Haskell, Associate General Counsel and Corporate Secretary of VistaGen Therapeutics. It is my pleasure to welcome all of you to our 2025 annual meeting of stockholders. We elected to host this meeting through a virtual webinar platform that is accessible to all of our stockholders, irrespective of their physical location. We appreciate your interest in attending today's meeting. Displayed on your screen is the agenda for today's meeting. As you can see, the meeting will be brief and consist only of three items of business on the agenda. If you have a question or comment related to a specific item of business on the agenda, you may submit it at any time during the meeting by clicking on the message icon located on the upper right-hand corner of your screen.
Please note, we will only accept questions specifically related to the business items on the agenda. Should you have a question that is not related to an item on today's agenda, you may submit it directly to us using the contact page of our website at www.vistagen.com. Registered stockholders may still vote during the formal portion of the meeting by clicking on the vote icon located on the upper right-hand corner of your screen. Registered stockholders are those who held VistaGen Common Stock in their name at our transfer agent, ComputerShare, on July 16, 2025, which was the record date for this meeting, and who used their ComputerShare-issued control number to join today's meeting. Please note that this meeting is being recorded.
However, no one attending this meeting is permitted to use any audio recording device or otherwise record and distribute a recording of this meeting or any portion of it in any fashion whatsoever. It is now my pleasure to turn the meeting over to Ms. Margaret Fitzpatrick, Chair of the Board of Directors of VistaGen Therapeutics, to commence with the formal business of the meeting.
Good morning. As noted, I'm Margaret Fitzpatrick, Chair of the Board of Directors of VistaGen Therapeutics. On behalf of the Board and our management team, I want to thank you, our stockholders, for your continued commitment to VistaGen. Your support is instrumental in making measurable progress toward our strategic goals as we continue the development of our pipeline. We are deeply grateful for your partnership and remain committed to stewarding your capital responsibly in order to deliver long-term shareholder value. I now hereby call the 2025 annual meeting of stockholders of VistaGen Therapeutics to order. For purposes of this meeting, I will act as Chair of the meeting.
The agenda for the meeting is displayed on your screen, and you may access a copy of the proxy statement and related materials for this meeting, including our annual report on Form 10-K for the year ended March 31, 2025, by clicking the indicated links on the webinar meeting page. As indicated on the agenda, the items of business for the meeting include my introduction of certain of the company's directors and officers who are in virtual attendance, confirmation of a quorum, and review of the three proposals outlined in the company's proxy statement. Mr. Daniel Rumsey of the Disclosure Law Group, outside counsel to VistaGen, has been appointed to serve as the Inspector of Elections for this annual meeting. Jessica Haskell, our Associate General Counsel and Corporate Secretary, will act as Secretary of the meeting.
Although you can't see them in this virtual environment, I would like to introduce those members of our Board, management team, and auditing firm who are in attendance today. In addition to myself, the independent members of our Board in attendance are Dr. Joanne Curley, Ms. Mary Ratuno, and Mr. John Sachs. Also in attendance from our Board is Ms. Anne Cunningham. In addition to Ms. Haskell, members of our management team in attendance are Mr. Shawn Singh, President, Chief Executive Officer, and member of our Board; Ms. Cynthia Anderson, Chief Financial Officer; Ms. Alyssa Cote, Chief Corporate Development Officer; Mr. Joshua Prince, Chief Operating Officer; Mr. Reid Adler, Chief Legal Officer; Mr. Mark McPartland, Senior Vice President, Investor Relations; Mr. Mark Flather, Senior Vice President, Corporate Strategy and Capital Markets; Ms. Michelle Wellington, Vice President of Communications; and Ms. Tricia Fitzmorris, Senior Vice President of Human Resources. Lastly, Ms. Caroline Reid from KPMG LLP, our independent registered public accounting firm, is also in attendance. Proxies to vote more than one-third of the shares entitled to vote at this meeting have been received from our stockholders. In accordance with our bylaws, this constitutes a quorum for this meeting. A list of all registered stockholders as of the record date, July 16, 2025, has been compiled and certified by the company's Inspector of Elections. A copy of the notice of the annual meeting, which was mailed to stockholders on or about July 29, 2025, as well as copies of the proxy statement for this meeting and our annual report on Form 10-K for our fiscal year ended March 31, 2025, are all available for inspection on the virtual meeting platform. This meeting is now declared lawfully and properly convened. Most stockholders have already voted by way of proxy.
Any stockholder who entered this virtual meeting platform as a stockholder rather than as a guest and who has not already voted by proxy or otherwise desires to vote online now may vote at any time prior to the closing of the voting for this meeting. If you have already voted by proxy and do not wish to change your vote, please do not vote online at this meeting. At the end of the voting, the Inspector of Elections will tabulate the vote. The vote will not be tabulated until each of the proposals on the agenda has been introduced and you have the opportunity to vote on each of them. The first item on the agenda is the election of directors. The company's restated and amended articles of incorporation, as amended, do not authorize cumulative voting. Therefore, balloting will take place without cumulative voting.
The six nominees who receive the highest number of votes will be elected as directors of the company for a one-year term or until his or her respective successor is duly elected and qualified. As this meeting was properly convened by the company, I will ask a member of the management team to place into nomination the Board of Directors nominees.
I would like to nominate the following persons to serve as directors for one-year terms pending upon the company's next annual meeting of stockholders or until her or his successor is duly elected and qualified: Margaret Fitzpatrick, Anne Cunningham, Joanne Curley, Mary Ratuno, John Sachs, and Shawn Singh.
Thank you, Josh. May I have a second to these nominations?
I second the nomination.
Thank you, Mark. The following persons have been nominated for election as directors, each to serve for a one-year term ending upon our next annual meeting of stockholders or until his or her successor is duly elected and qualified: Margaret Fitzpatrick, Anne Cunningham, Joanne Curley, Mary Ratuno, John Sachs, and Shawn Singh. The election of directors will now be put to a vote. The polls will remain open regarding the election of directors until after the introduction of the remaining items on the agenda. Any registered stockholder who wishes to vote online may vote now. The next item on the agenda is to conduct an advisory vote to approve the compensation paid to our named executive officers, which we also refer to as Say on Pay. I will now ask for a motion from the floor to conduct an advisory vote on this proposal.
I move to approve the Say on Pay proposal on an advisory basis.
Thank you, Tricia. May I have a second to the motion?
I second the motion.
Thank you, Mark. It has been moved and seconded that the Say on Pay proposal be approved on an advisory basis. The motion will now be put to a vote. The final item on the agenda is the proposal to ratify the appointment of KPMG LLP to serve as our independent registered public accounting firm for our current fiscal year ending March 31, 2026. It is important to note that the Audit Committee of our Board may terminate the appointment of KPMG LLP without the approval of the company's stockholders should the Audit Committee or the Board deem such a termination necessary or appropriate. I will now ask for a motion from the floor to ratify the appointment of KPMG LLP as indicated.
I move to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the company's current fiscal year ending March 31, 2026.
Thank you, Cynthia. May I have a second to the motion?
I second the motion.
Thank you, Josh. It has been moved and seconded that the appointment of KPMG LLP as our independent registered public accounting firm for the company's current fiscal year ending March 31, 2026, be ratified. This motion will now be put to a vote. Again, any stockholder who wishes to vote online should do so now. There being no other items on the agenda, I'll ask the Inspector of Elections to tabulate the voting. The polls are now closed. Based on the report of the Inspector of Elections, the stockholders have elected each of the six nominees to the company's Board of Directors, approved on an advisory basis the Say on Pay proposal, and have ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for the company's current fiscal year ending March 31, 2026.
The results of the final tabulation of the Inspector of Elections will be reported in a current report on Form 8-K to be filed with the SEC within four business days following the adjournment of this meeting. There being no more items on the agenda and no further business before this meeting, the formal portion of this meeting is now adjourned. Before we close the meeting, I'd like to take a moment to acknowledge and extend a special note of thanks to Dr. Jerry Jin. As many of you know, today's meeting marks Dr. Jin's retirement from our Board of Directors. I'd like to now turn the meeting over to Shawn Singh, President, Chief Executive Officer, and member of our Board, to say a few brief comments about Dr. Jin's service to the VistaGen Board of Directors. Shawn.
Thank you, Maggie. Dr. Jin has been a distinguished member of our team for the last nine years, and on behalf of the Board and the entire VistaGen team, I extend our heartfelt gratitude for his contributions during his tenure. Thank you, Jerry, for sharing your extensive knowledge and experience with us. You've played a vital role in advancing our mission to redefine what's possible in neuroscience by developing transformative therapies with the potential to improve patients' quality of life. Your presence and your guidance have been incredibly valuable, and you will be missed. In closing, I'd also like to thank and extend a note of thanks to our stockholders. You are an integral part of our progress, and we look forward to sharing clinical milestones with you in the months ahead.
With patients continuing to face significant unmet mental health needs and suboptimal standards of care, we're entering an important and potentially transformative phase in our journey together. On behalf of the entire VistaGen team, thank you for your continued support. We truly appreciate it. Operator.
This concludes the meeting at this time. Thank you for your participation, and you may now disconnect.