COMPASS Pathways plc

Results of 2024 Annual General Meeting of Shareholders

COMPASS Pathways plc (the "Company") held its Annual General Meeting ("AGM") at 3:00 p.m. London time (10:00 a.m. Eastern Time) on Thursday, 9 May 2024 at the offices of Goodwin Procter (UK) LLP, Sancroft, Paternoster Square, London, EC4 7DX, with shareholders able to attend in person. Although it did not constitute attendance, shareholders and holders of its American Depositary Shares were also able to view and listen in via webcast.

All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting.

The table below shows the results of the poll on all 12 resolutions. The full text of the resolutions is contained in the Notice of AGM, which was mailed on or about 10 April 2024 and is available on the Company's website at https://ir.compasspathways.com/corporate-governance/annual-general-meeting.

RESOLUTIONS

Ordinary Resolutions

  1. To re-elect David Norton as a Director of the Company
  2. To re-elect Wayne J. Riley as a Director of the Company
  3. To re-elect Daphne Karydas as a Director of the Company
  4. To re-appoint PricewaterhouseCoopers LLP as UK statutory auditors of the Company to hold office until the conclusion of the next annual general meeting of shareholders
  5. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending 31 December 2024
  6. To authorise the Audit and Risk Committee to determine the auditorsʼ remuneration for the fiscal year ending 31 December 2024

FOR

AGAINST

VOTES

NO. OF

% OF

NO. OF

% OF

WITHH

ELD

VOTES

VOTES

VOTES

VOTES

41,410,488

99.92%

32,297

0.08%

23,568

39,378,316

95.02%

2,064,175

4.98%

23,862

41,406,064

99.91%

36,970

0.09%

23,319

41,400,507

99.88%

49,393

0.12%

16,453

41,396,687

99.87%

52,712

0.13%

16,954

41,413,468

99.92%

32,743

0.08%

20,142

FOR

AGAINST

VOTES

RESOLUTIONS

NO. OF

WITHH

NO. OF

% OF

% OF

ELD

VOTES

VOTES

VOTES

VOTES

7. To receive the U.K. statutory annual accounts and reports for the fiscal year ended 31 December 2023 and to note that the Directors do not recommend the payment of any dividend for the

year ended 31 December 2023

41,405,603

99.90%

42,931

0.10%

17,819

8.

To receive and approve on an

advisory basis the Companyʼs U.K.

statutory directorsʼ remuneration

report for the year ended 31 December

41,154,238

99.88%

50,843

0.12%

261,272

2023

9. To approve the Companyʼs U.K.

directorsʼ remuneration policy

41,144,868

99.85%

63,703

0.15%

257,782

10.

To approve, on a non-binding,

advisory basis, the compensation of

the Companyʼs named executive

officers for the year ended 31

December 2023

41,098,542

99.75%

101,887

0.25%

265,924

11.

To authorise the directors to allot

shares in the Company or grant rights

to subscribe for or to convert any

security into shares up to an aggregate

39,267,931

94.78%

2,163,974

5.22%

34,448

nominal amount of £820,100

Special Resolution

12. To waive statutory pre-emption rights

on the allotment of equity securities

up to an aggregate nominal amount of

39,274,645

94.84%

2,138,136

5.16%

53,572

£820,100

Notes:

  1. Votes "for" and "against" are expressed as a percentage of the total votes cast.
  2. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution.
  3. The total number of shares in issue on 3 May 2024 was 68,340,922 ordinary shares of £0.008 each, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.

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Compass Pathways plc published this content on 13 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 May 2024 13:50:08 UTC.