Axsome Therapeutics (AXSM) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 5, 2026, with shareholders able to vote and submit questions online.

• Shareholders of record as of April 14, 2026, are eligible to vote on director elections, auditor ratification, and executive compensation.

• Proxy materials are distributed primarily via internet to reduce environmental impact and costs, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class II directors for terms expiring in 2029, ratify Deloitte & Touche LLP as auditor for 2026, and approve executive compensation on an advisory basis.

• The board unanimously recommends voting in favor of all proposals.

• Shareholders may submit proposals for the 2027 meeting by December 25, 2026, and director nominations between January 6 and February 5, 2027.

Board of directors and corporate governance

• The board consists of five members divided into three staggered classes; four are independent under Nasdaq rules.

• Board diversity includes 40% underrepresented minorities and 20% women as of March 2026.

• The CEO also serves as Chairman, with a Lead Director role to balance governance.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Directors receive a mix of cash and equity compensation, with options to elect equity in lieu of cash.