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Ovid Therapeutics (NASDAQ: OVID) shareholders approve director, pay and auditor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ovid Therapeutics Inc. reported the results of its annual stockholder meeting held on June 10, 2026. Of 173,037,131 common shares outstanding as of April 15, 2026, 130,958,928 shares, or 75.7%, were represented, providing a valid quorum.

Stockholders elected Jeremy M. Levin to a three-year term on the board of directors, with 87,219,707 votes for, 8,528,008 withheld, and 35,211,213 broker non-votes. They also approved, on an advisory basis, the compensation of named executive officers.

In addition, stockholders ratified the selection of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 130,845,667 votes for, 32,505 against, and 80,756 abstentions.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding 173,037,131 shares Common stock outstanding and entitled to vote as of April 15, 2026
Shares represented 130,958,928 shares Shares present in person or by proxy, 75.7% quorum at annual meeting
Director election votes for 87,219,707 votes Votes for Jeremy M. Levin as director at 2026 annual meeting
Say-on-pay votes for 84,511,953 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 130,845,667 votes Ratification of KPMG LLP as independent registered public accounting firm for 2026
Say-on-pay against votes 8,901,691 votes Votes against advisory approval of executive compensation
Broker non-votes on director 35,211,213 votes Broker non-votes for director election proposal
broker non-votes financial
"Jeremy M. Levin, DPhil, MB BChir | 87,219,707 | 8,528,008 | 35,211,213"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
independent registered public accounting firm regulatory
"ratified the selection of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers"
record date financial
"As of April 15, 2026, the record date for the Annual Meeting, there were 173,037,131 shares"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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Understanding 8-K Material Events →
0001636651false00016366512024-03-082024-03-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2026
Ovid Therapeutics Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware001-3808546-5270895
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
   
441 Ninth Avenue, 14th Floor
New York, New York
10001
(Address of Principal Executive Offices)
  
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 646-661-7661
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading
Symbol(s)
 Name of each exchange on which registered
Common Stock, par value $0.001 per share  OVID The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐


Item 5.07    Submission of Matters to a Vote of Security Holders.
Ovid Therapeutics Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 10, 2026. As of April 15, 2026, the record date for the Annual Meeting, there were 173,037,131 shares of Company common stock outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 130,958,928 shares, or 75.7%, were present in person or represented by proxy, which constituted a quorum. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results for each of the proposals. The proposals set forth below are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”).

Proposal 1: The Company’s stockholders elected the nominee for director to serve a three-year term until the Company’s 2029 annual meeting of stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation or removal, by the votes set forth in the table below:
NomineeForWithheldBroker Non-Votes
Jeremy M. Levin, DPhil, MB BChir87,219,7078,528,00835,211,213
Proposal 2: The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement, by the votes set forth in the table below:
ForAgainstAbstainBroker Non-Votes
84,511,953 8,901,6912,334,07135,211,213
Proposal 3: The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 by the votes set forth in the table below:
ForAgainstAbstain
Broker Non-Votes
130,845,667 32,50580,756N/A


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OVID THERAPEUTICS INC.
  
  
Date: June 11, 2026By:
 /s/ Jeffrey Rona
  
Jeffrey Rona
  
Chief Business and Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did OVID stockholders vote on at the June 2026 annual meeting?

Stockholders voted on three items: electing Jeremy M. Levin as director, approving executive compensation on an advisory basis, and ratifying KPMG LLP as independent registered public accounting firm for 2026.

How many OVID shares were eligible and represented at the 2026 annual meeting?

There were 173,037,131 Ovid Therapeutics common shares outstanding and entitled to vote as of April 15, 2026, and 130,958,928 shares, or 75.7%, were present in person or by proxy, constituting a quorum.

Was OVID director nominee Jeremy M. Levin elected at the 2026 annual meeting?

Yes, Jeremy M. Levin was elected to a three-year term, receiving 87,219,707 votes for, 8,528,008 votes withheld, and 35,211,213 broker non-votes, and will serve until the 2029 annual meeting or earlier departure.

Did OVID stockholders approve executive compensation on an advisory basis in 2026?

Yes, stockholders approved the compensation of named executive officers on an advisory basis, with 84,511,953 votes for, 8,901,691 against, 2,334,071 abstentions, and 35,211,213 broker non-votes, as described in the proxy statement.

Which audit firm did OVID stockholders ratify for the 2026 fiscal year?

Stockholders ratified KPMG LLP as Ovid Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 130,845,667 votes for, 32,505 against, and 80,756 abstentions recorded.

What percentage of OVID shares formed a quorum at the 2026 annual meeting?

A quorum was achieved with 130,958,928 shares represented out of 173,037,131 outstanding and entitled to vote, which the company reported as 75.7% participation at the annual meeting.

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