Minerva Neurosciences (NERV) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with full participation rights for shareholders online.

• Six key proposals are up for vote, including director elections, charter amendments, executive compensation, and auditor ratification.

• Only shareholders of record as of April 9, 2026, may vote; quorum is a majority of shares outstanding.

• Voting can be done online, by phone, by mail, or during the meeting; broker non-votes apply to non-routine matters.

Voting matters and shareholder proposals

• Election of two Class III directors to serve until 2029.

• Amendment to the certificate of incorporation to allow officer exculpation under Delaware law.

• Amendment to eliminate the exclusive forum provision from the charter.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (board recommends annual).

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Shareholder proposals and director nominations for 2027 must comply with SEC and bylaw deadlines.

Board of directors and corporate governance

• Board consists of six members divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; CEO serves as Board Chair, with a lead independent director appointed.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board met ten times in 2025; committee meetings held as required.

• Code of Ethics and policies on insider trading, hedging, and pledging are in place.