See Item 5.07 below.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 5, 2019, VistaGen Therapeutics, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the“Annual Meeting”). All proposals were approved by the Company’s stockholders. The matters voted upon at the Annual Meeting and the detailed results of the stockholder voting approving all such matters are set forth below.

Proposal No. 1 – Election of Directors

Each of the members of the Company’s Board of Directors is elected by a plurality of the votes cast. Accordingly, each of the directors named above was re-elected to serve on the Company’s Board of Directors until the Company’s 2020 Annual Meeting of Stockholders, or until his or her successor is qualified and elected.

Proposal No. 2 – Approval of an Amendment to the Company’s Restated Articles of Incorporation

The vote required to approve Proposal No. 2 was the affirmative voteof a majority of the outstanding shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), entitled to vote as of July 12, 2019, the record date for the Annual Meeting (the “Record Date”).Accordingly, the amendment to increase the number of authorized shares of Common Stock under the Company’s Restated Articles of Incorporation from 100.0 million to 175.0 million (the “Charter Amendment”) was approved.

As approved at the Annual Meeting, the Charter Amendment will be filed with the Nevada Secretary of State on or about September 6, 2019. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1.

Proposal No. 3 – Approval of the Adoption of the Company’s 2019 Omnibus Equity Incentive Plan

The vote required to approve Proposal No. 3 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved the 2019 Omnibus Equity Incentive Plan and ratification of all issuances thereunder to date, as described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on July 23, 2019 (the “Proxy Statement”).

Proposal No. 4 – Approval of the Adoption of the Company’s 2019 Employee Stock Purchase Plan

The vote required to approve Proposal No. 4 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan, as described in the Proxy Statement.

Proposal No. 5 – Advisory Vote to Approve Executive Compensation (Say-on-Pay Proposal)

The vote required to approve this non-binding advisory Proposal No. 5 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement.

Proposal No. 6 – Ratification of Appointment of Auditors

The vote required to approve Proposal No. 6 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, stockholders ratified the appointment of OUM & Co. LLP as the Company’s independent auditors for the fiscal year ending March 31, 2020.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

VistaGen Therapeutics, Inc. Exhibit
EX-3.1 2 ex3-1.htm CERTIFICATE OF AMENDMENT TO THE RESTATED AND AMENDED ARTICLES OF INCORPORATION Blueprint   Exhibit 3.1   CERTIFICATE OF AMENDMENT TO THE RESTATED AND AMENDED ARTICLES OF INCORPORATION OF VISTAGEN THERAPEUTICS,…
To view the full exhibit click here

About VistaGen Therapeutics, Inc. (NASDAQ:VTGN)

VistaGen Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing and commercializing product candidates for patients with diseases and disorders involving the central nervous system (CNS). Its lead product candidate, AV-101, is an orally available prodrug candidate in Phase II development, initially for the adjunctive treatment of major depressive disorder (MDD) in patients with an inadequate response to standard antidepressants approved by the United States Food and Drug Administration (FDA). In addition to AV-101, the Company has developed a human pluripotent stem cell (hPSC) technology platform, which includes its in-vitro bioassay system, CardioSafe 3D, to predict potential heart toxicity of new chemical entities (NCEs) long before testing in animal and human studies. The Company is focused on regenerative medicine (RM) applications using blood, cartilage, heart and/or liver cells derived from hPSCs.