Ovid Therapeutics (OVID) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 10, 2026, with voting available online, by phone, or by mail for shareholders of record as of April 15, 2026.

• Proxy materials are provided electronically to reduce environmental impact and costs, with paper copies available upon request.

• Shareholders will vote on the election of one director, an advisory say-on-pay vote, and ratification of the independent auditor.

Voting matters and shareholder proposals

• Shareholders will elect one Class III director (Jeremy M. Levin) for a three-year term.

• Advisory approval of executive compensation (say-on-pay) is on the agenda.

• Ratification of KPMG LLP as the independent registered public accounting firm for 2026 is proposed.

• Shareholders may submit proposals for the 2027 meeting between February 10 and March 12, 2027.

Board of directors and corporate governance

• The board will be reduced from seven to six members after the meeting.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent and have written charters.

• The board separates the roles of Chair and CEO, with a lead independent director to reinforce independence.

• Directors are selected for diverse backgrounds and relevant expertise; stockholders may recommend candidates.

• A Code of Business Conduct and Ethics and Corporate Governance Guidelines are in place.