Ovid Therapeutics Inc
For the period ended Apr 24, 2024. Filed Apr 24, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 24, 2024 · Filed Apr 24, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Ovid Therapeutics Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
New York, NY 10001
April 24, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Ovid Therapeutics Inc., a Delaware corporation (“Ovid”), to be held virtually on Thursday, June 6, 2024, at 10:00 a.m. Eastern time. We believe hosting a virtual meeting enables increased stockholder participation, while lowering the cost of conducting the Annual Meeting. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person.
You will be able to attend the Annual Meeting, ask questions and vote your shares during the meeting by visitingwww.virtualshareholdermeeting.com/OVID2024. To participate in the Annual Meeting you will need the 16-digit control number located on the Notice of Internet Availability of Proxy Materials, your proxy card or voting instruction form. Details regarding access to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of Internet Availability.
Additional details regarding access to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement.
We are pleased to once again offer our proxy materials over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials instead of paper copies of the Notice of Annual Meeting, proxy statement, proxy card and our 2023 Annual Report. The Notice of Internet Availability of Proxy Materials contains instructions on how to access those documents over the internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how stockholders can receive a paper copy of our proxy materials. By providing our proxy materials over the internet, we are reducing the environmental impact and cost of our Annual Meeting.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, by telephone or, if you request a paper proxy card, please mark, sign and date the proxy card when received and return it promptly in the envelope provided. Please carefully review the instructions on each of your voting options described in this proxy statement, as well as in the Notice of Internet Availability of Proxy Materials you received in the mail. If you vote by proxy and also attend the virtual Annual Meeting, there is no need to vote again at the Annual Meeting unless you wish to change your vote.
On behalf of the Board of Directors and the employees of Ovid, we appreciate your investment in Ovid and urge you to cast your vote as soon as possible.
Sincerely,
/s/ Jeremy M. Levin
Jeremy M. Levin, DPhil, MB BChir
Chief Executive Officer
OVID THERAPEUTICS INC.
New York, New York 10001
(646) 661-7661
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| Time | 10:00 A.M. Eastern time |
|---|---|
| Date | Thursday, June 6, 2024 |
| Virtual Meeting | The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/OVID2024 and entering your control number (included in the Notice of Internet Availability of Proxy Materials mailed to you). |
| Purposes | The Annual Meeting will be held for the following purposes, which are more fully described in the proxy statement accompanying this Notice:(1) To elect the nominees named in the attached proxy statement as directors, to serve on the Board for a three-year term.(2) To approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this proxy statement.(3) To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.(4) To conduct any other business that may properly come before the meeting or any adjournment or postponement thereof. These items of business are more fully described in the proxy statement accompanying this notice. |
| Record Date | The record date for the Annual Meeting is April 9, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. For the 10 days ending the day prior to the Annual Meeting, a list of our record stockholders as of the close of business on the record date will be available for examination by any stockholder of record for a legally valid purpose. |
| Voting by Proxy | You are cordially invited to attend the virtual Annual Meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote by telephone or through the Internet, or, if you request a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying proxy statement. If you vote by proxy and also attend the virtual Annual Meeting, there is no need to vote again at the Annual Meeting unless you wish to change your vote. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote online at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account. |
By order of the Board,
/s/ Thomas M. Perone
Thomas M. PeroneGeneral Counsel & Corporate Secretary
New York, New York
April 24, 2024
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 7 |
| General | 7 |
| Nominees | 7 |
| Vote Required | 8 |
| Our Recommendation | 8 |
| Directors Continuing in Office | 8 |
| INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE | 10 |
| Board Diversity | 10 |
| Board Independence | 10 |
| Leadership Structure and Risk Oversight | 11 |
| Board Meetings and Attendance | 12 |
| Board Committees | 12 |
| Audit Committee Report | 16 |
| Code of Business Conduct and Ethics | 17 |
| Corporate Governance Guidelines | 17 |
| Hedging Policy | 17 |
| Clawback Policy | 17 |
| Stockholder Communications with Our Board | 17 |
| PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION | 18 |
| Vote Required | 18 |
| Our Recommendation | 18 |
| PROPOSAL 3 — RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 19 |
| Vote Required | 19 |
| Independent Registered Public Accounting Firm Fees | 19 |
| Pre-Approval Policies and Procedures | 19 |
| Our Recommendation | 20 |
| EXECUTIVE OFFICERS | 21 |
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 22 |
| Executive Officer Compensation | 22 |
| Director Compensation | 29 |
| ITEM 402(V) PAY VERSUS PERFORMANCE | 31 |
| EQUITY COMPENSATION PLAN INFORMATION | 34 |
| TRANSACTIONS WITH RELATED PERSONS | 35 |
| Policies and Procedures Regarding Transactions with Related Parties | 35 |
| Certain Related-Party Transactions | 35 |
| Indemnification Agreements | 35 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 36 |
| DELINQUENT SECTION 16(A) REPORTS | 39 |
| HOUSEHOLDING OF PROXY MATERIALS | 40 |
| OTHER MATTERS | 41 |
Website References
You may also access additional information about Ovid Therapeutics, Inc. atwww.ovidrx.com andinvestors.ovidrx.com. References to our websites throughout this proxy statement are provided for convenience only and the content on our website does not constitute a part of this proxy statement.
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OVID THERAPEUTICS INC.
New York, New York 10001
(646) 661-7661
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 6, 2024
AT 10:00 A.M. EASTERN TIME
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.