Minerva Neurosciences (NERV) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with stockholders able to participate and vote online.

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

• Only stockholders of record as of April 9, 2026, are entitled to vote, with detailed procedures for proxy and online voting.

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, with the board recommending annual votes.

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

Board of directors and corporate governance

• Board consists of six members divided into three classes, with biographies and qualifications provided for each.

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

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Stockholders can communicate directly with the board and recommend director candidates.

• Code of Ethics applies to all officers, directors, and employees.