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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2024

 

 

Mind Medicine (MindMed) Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

British Columbia

001-40360

98-1582438

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

One World Trade Center

Suite 8500

 

New York, New York

 

10007

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (212) 220-6633

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Shares

 

MNMD

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

On June 10, 2024, Mind Medicine (MindMed) Inc. (the “Company”) held its 2024 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). As of April 24, 2024, the record date for the Annual Meeting, 71,872,422 common shares of the Company were outstanding and entitled to vote at the Annual Meeting. A quorum was present at the Annual Meeting under the Company’s amended and restated articles, and there were 37,626,554 common shares present or represented at the Annual Meeting by valid proxies representing approximately 52.4% of the common shares entitled to vote at the Annual Meeting. The Company’s shareholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2024.

Set forth below are the final voting results for the Annual Meeting as certified by the Independent Scrutineer of Elections on June 10, 2024, as well as a description of the proposals voted on at the Annual Meeting.

Proposal 1 – Election of Directors

The Company’s six nominees, Robert Barrow, Dr. Suzanne Bruhn, Dr. Roger Crystal, David Gryska, Andreas Krebs, and Carol A. Vallone, were each elected to serve as a member of the Company’s Board of Directors (the “Board”) until the 2025 annual general meeting of shareholders (the “2025 Annual Meeting”) and until his or her successor is duly elected or qualified, by the following votes:

Company Board Nominee

Votes For

Votes
Withheld

Broker Non-Votes

Robert Barrow

 23,702,865

 169,098

 13,754,591

Dr. Suzanne Bruhn

 18,167,514

 5,704,449

  13,754,591

Dr. Roger Crystal

 18,161,969

5,709,994

13,754,591

David Gryska

 23,684,410

 187,553

 13,754,591

Andreas Krebs

 22,756,150

 1,115,813

13,754,591

Carol A. Vallone

18,138,417

 5,733,546

 13,754,591

Proposal 2 – Appointment of Auditor

The shareholders approved the appointment of KPMG LLP as the auditor of the Company until the 2025 Annual Meeting by the following votes:

Votes For

Votes Withheld

Broker Non-Votes

 36,841,951

784,603

--

Proposal 3 – Approval of Employee Share Purchase Plan

The shareholders approved the Mind Medicine (MindMed) Inc. 2024 Employee Share Purchase Plan by the following votes:

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

23,419,690

255,732

196,541

13,754,591

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

MIND MEDICINE (MINDMED) INC.

 

 

 

 

Date:

June 11, 2024

By:

/s/ Robert Barrow

 

 

 

Chief Executive Officer

 

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Document And Entity Information
Jun. 10, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Jun. 10, 2024
Entity Registrant Name Mind Medicine (MindMed) Inc.
Entity Central Index Key 0001813814
Entity Emerging Growth Company true
Entity File Number 001-40360
Entity Incorporation, State or Country Code A1
Entity Tax Identification Number 98-1582438
Entity Address, Address Line One One World Trade Center
Entity Address, Address Line Two Suite 8500
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10007
City Area Code (212)
Local Phone Number 220-6633
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Pre-commencement Issuer Tender Offer false
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Title of 12(b) Security Common Shares
Trading Symbol MNMD
Security Exchange Name NASDAQ
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