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SAGE THERAPEUTICS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and SAGE THERAPEUTICS INC.’s Form 8-K, filed 2024-06-11 (Item 5.07 on EDGAR). Page generated 04 October 2026.

8Reported items
220Asset managers
1,803Fund votes
2024-06-10Main meeting date

Proxy season: 2023-2024 2024-2025

Explore SAGE THERAPEUTICS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by SAGE THERAPEUTICS INC.

These tallies are SAGE THERAPEUTICS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-06-11 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

SAGE THERAPEUTICS INC. — official shareholder meeting results, meeting held 2024-06-10
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Elizabeth Barrett	27,582,793	--	--	22,463,987	3,358,174	Majority: yes
Elect Director: Geno Germano	26,917,776	--	--	23,129,004	3,358,174	Majority: yes
Proposal 2: The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024, was ratified.	52,272,319	1,106,440	26,195	--	--	Majority: yes
Proposal 3: A non-binding, advisory proposal on the compensation of the Company's named executive officers was approved.	47,705,636	2,299,792	41,352	--	3,358,174	Passed
Proposal 4: The 2024 Plan was approved.	34,334,451	15,678,289	34,040	--	3,358,174	Passed

Source: SAGE THERAPEUTICS INC., Form 8-K, filed with the SEC on 2024-06-11 — read the filing on EDGAR.

How asset managers voted at the SAGE THERAPEUTICS INC. 2023-2024 meetings

Each item below shows how the 220 asset managers that disclosed a SAGE THERAPEUTICS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of SAGE THERAPEUTICS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To hold a non-binding advisory vote to approve the compensation paid to our named executive officers.

SECTION 14A SAY-ON-PAY VOTESCompany result: Passed

Meeting held 2024-06-10.

Combines 10 wordings of this item as funds reported it.

95% Passed · of votes cast

FOR 95%

FOR: 47,705,636AGAINST: 2,299,792

SAGE THERAPEUTICS INC.’s own tally for this item (“Proposal 3: A non-binding, advisory proposal on the compensation of the Company's named executive officers was approved.”): 47,705,636 for, 2,299,792 against — passed, per its Form 8-K filed 2024-06-11 (Item 5.07).

The 211 asset managers below cast 98% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 98%

FOR: 97.9%AGAINST: 2.0%ABSTAIN: 0.2%NOT VOTED: 0.0%

Largest asset managers voting on “To hold a non-binding advisory vote to approve the compensation paid to our named executive officers.” at SAGE THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Vote
Fidelity	10,553,573	0	For
Vanguard	9,900,450	0	For
State Street	7,125,704	1,619	For
Wellington	4,449,756	0	For
RTW INVESTMENTS, LP	3,439,482	0	For
BlackRock	2,254,491	10,671	For
JPMorgan	1,745,475	0	For
T. Rowe Price	1,343,823	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,141,742	0	For
Palo Alto Investors LP	1,010,544	0	For
Charles Schwab	791,424	0	For
Dimensional	724,180	0	For
JACOBS LEVY EQUITY MANAGEMENT, INC	652,832	0	For
Northern Trust	422,633	44	For
SAMLYN CAPITAL, LLC	347,598	0	For
Columbia Threadneedle	277,653	0	For
Candriam S.C.A.	0	222,000	Against
683 Capital Management, LLC	205,976	0	For
NOMURA ASSET MANAGEMENT CO LTD	0	196,337	Against
MELLON INVESTMENTS Corp	167,025	0	For
Fisher Asset Management, LLC	108,552	55,158	For
Equitable	152,278	0	For
American Century	0	143,863	Against
Nuveen	142,694	0	For
TIAA	141,375	0	For

Showing the 25 largest of 211 asset managers. See all 211 in the interactive database.

2. To approve a one-time stock option exchange program for non-executive officer employees of Sage (the ''Option Exchange Proposal'').

COMPENSATION

Meeting held 2024-01-31; no official results are on file for this meeting.

Combines 4 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.9%

The 66 asset managers below cast 99.9% of the shares they voted on this item FOR (22,828,807 for, 15,327 against).

FOR: 22,828,807 (99.9%)AGAINST: 15,327 (0.1%)ABSTAIN: 611 (0.0%)

Largest asset managers voting on “To approve a one-time stock option exchange program for non-executive officer employees of Sage (the ''Option ” at SAGE THERAPEUTICS INC., 2023-2024
Asset manager	For	Vote
Vanguard	9,483,805	For
Fidelity	4,321,914	For
State Street	3,219,773	For
BlackRock	1,475,250	For
JPMorgan	878,964	For
Dimensional	429,988	For
Charles Schwab	417,623	For
T. Rowe Price	357,204	For
Direxion Shares ETF Trust	290,071	For
Columbia Threadneedle	270,484	For
Hartford	183,043	For
Equitable	154,049	For
TIAA	141,375	For
AIG/SunAmerica	125,174	For
QUANTITATIVE MASTER SERIES LLC	95,969	For
ProShares	74,963	For
PRIMECAP Odyssey Funds	72,500	For
Aberdeen	64,801	For
Jackson National	57,619	For
Lincoln Financial	56,486	For
Northwestern Mutual	49,583	For
Brighthouse	44,783	For
ALPS ETF Trust	41,638	For
John Hancock	41,443	For
Allspring	40,652	For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

3. To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Option Exchange Proposal.

CORPORATE GOVERNANCE

Meeting held 2024-01-31; no official results are on file for this meeting.

Combines 3 wordings of this item as funds reported it.

84% fund support · no official result

FOR 84%AGAINST 16%

The 66 asset managers below cast 84% of the shares they voted on this item FOR (19,188,982 for, 3,648,840 against).

FOR: 19,188,982 (84.0%)AGAINST: 3,648,840 (16.0%)ABSTAIN: 6,923 (0.0%)

Largest asset managers voting on “To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to” at SAGE THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	9,483,805	0	0	For
Fidelity	4,321,914	0	0	For
State Street	4,193	3,215,580	0	Against
BlackRock	1,475,250	0	0	For
JPMorgan	878,964	0	0	For
Dimensional	429,988	0	0	For
Charles Schwab	417,623	0	0	For
T. Rowe Price	0	357,204	0	Against
Direxion Shares ETF Trust	290,071	0	0	For
Columbia Threadneedle	270,484	0	0	For
Hartford	183,043	0	0	For
Equitable	145,571	8,478	0	For
TIAA	141,375	0	0	For
AIG/SunAmerica	125,174	0	0	For
QUANTITATIVE MASTER SERIES LLC	95,969	0	0	For
ProShares	74,963	0	0	For
PRIMECAP Odyssey Funds	72,500	0	0	For
Aberdeen	64,801	0	0	For
Jackson National	57,619	0	0	For
Lincoln Financial	12,086	44,400	0	Against
Northwestern Mutual	49,583	0	0	For
Brighthouse	38,536	0	6,247	For
ALPS ETF Trust	41,638	0	0	For
John Hancock	23,512	17,931	0	For
Allspring	40,652	0	0	For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

4. To approve the Sage Therapeutics, Inc. 2024 Equity Incentive Plan.

COMPENSATIONCompany result: Passed

Meeting held 2024-06-10.

Combines 4 wordings of this item as funds reported it.

69% Passed · of votes cast

FOR 69%AGAINST 31%

FOR: 34,334,451AGAINST: 15,678,289

SAGE THERAPEUTICS INC.’s own tally for this item (“Proposal 4: The 2024 Plan was approved.”): 34,334,451 for, 15,678,289 against — passed, per its Form 8-K filed 2024-06-11 (Item 5.07).

The 66 asset managers below cast 79% of the shares they voted on this item FOR (18,412,958 for, 4,894,793 against).

FOR 79%AGAINST 21%

FOR: 18,412,958 (79.0%)AGAINST: 4,894,793 (21.0%)

Largest asset managers voting on “To approve the Sage Therapeutics, Inc. 2024 Equity Incentive Plan.” at SAGE THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	9,751,530	0	For
Fidelity	4,630,595	0	For
State Street	3,343	3,046,183	Against
Palo Alto Investors LP	1,010,544	0	For
JPMorgan	840,598	0	For
BlackRock	791,142	0	For
T. Rowe Price	560,838	0	For
Dimensional	0	543,447	Against
Charles Schwab	395,712	0	For
Columbia Threadneedle	0	277,653	Against
Equitable	92,278	60,000	For
TIAA	0	141,375	Against
Direxion Shares ETF Trust	0	126,896	Against
AIG/SunAmerica	0	102,723	Against
QUANTITATIVE MASTER SERIES LLC	97,456	0	For
American Century	0	70,218	Against
ProShares	0	69,533	Against
Aberdeen	0	64,801	Against
Lincoln Financial	7,594	48,129	Against
John Hancock	32,590	22,605	For
Victory Capital	0	43,688	Against
Harbor ETF Trust	38,616	0	For
Allspring	0	34,502	Against
Guggenheim	0	30,246	Against
New York Life	16,684	13,040	For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

5. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2024-06-10.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 52,272,319AGAINST: 1,106,440

SAGE THERAPEUTICS INC.’s own tally for this item (“Proposal 2: The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024, was ratified.”): 52,272,319 for, 1,106,440 against, per its Form 8-K filed 2024-06-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 66 asset managers below cast 99.9% of the shares they voted on this item FOR (22,311,943 for, 517 against).

FOR 99.9%

FOR: 22,311,943 (100.0%)AGAINST: 517 (0.0%)ABSTAIN: 6,247 (0.0%)

Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm f” at SAGE THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	9,751,530	0	For
Fidelity	4,630,595	0	For
State Street	3,049,009	517	For
JPMorgan	840,598	0	For
BlackRock	791,142	0	For
T. Rowe Price	560,838	0	For
Dimensional	543,447	0	For
Charles Schwab	395,712	0	For
Columbia Threadneedle	277,653	0	For
Equitable	152,278	0	For
TIAA	141,375	0	For
Direxion Shares ETF Trust	126,896	0	For
AIG/SunAmerica	102,723	0	For
QUANTITATIVE MASTER SERIES LLC	97,456	0	For
American Century	70,218	0	For
ProShares	69,533	0	For
Aberdeen	64,801	0	For
Lincoln Financial	55,723	0	For
John Hancock	55,195	0	For
Victory Capital	43,688	0	For
Harbor ETF Trust	38,616	0	For
Allspring	34,502	0	For
Guggenheim	30,246	0	For
New York Life	29,724	0	For
Pacific Life	27,007	0	For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

6. To elect two directors, Elizabeth Barrett and Geno Germano, each to serve as a Class I director until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, or removal: Elizabeth Barrett

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-10.

Combines 4 wordings of this item as funds reported it.

55% Majority: yes · of votes cast

FOR 55%WITHHELD 45%

FOR: 27,582,793WITHHELD: 22,463,987

SAGE THERAPEUTICS INC.’s own tally for this item (“Elect Director: Elizabeth Barrett”): 27,582,793 for, 22,463,987 withheld, per its Form 8-K filed 2024-06-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 63 asset managers below cast 100% of the shares they voted on this item FOR (7,787,975 for, 0 against).

FOR 35%ABSTAIN 65%

FOR: 7,787,975 (35.0%)ABSTAIN: 14,489,998 (65.0%)

Largest asset managers voting on “To elect two directors, Elizabeth Barrett and Geno Germano, each to serve as a Class I director until the 2027” at SAGE THERAPEUTICS INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	4,079,009	5,672,521	Abstain
Fidelity	1,068,461	3,562,134	Abstain
State Street	6,960	3,042,566	Abstain
JPMorgan	840,598	0	For
BlackRock	0	791,142	Abstain
T. Rowe Price	560,838	0	For
Dimensional	0	543,447	Abstain
Charles Schwab	0	395,712	Abstain
Columbia Threadneedle	277,653	0	For
Equitable	9,739	142,539	Abstain
TIAA	141,375	0	For
Direxion Shares ETF Trust	126,896	0	For
AIG/SunAmerica	102,723	0	For
QUANTITATIVE MASTER SERIES LLC	0	97,456	Abstain
American Century	70,218	0	For
ProShares	69,533	0	For
Aberdeen	64,801	0	For
Lincoln Financial	7,594	48,129	Abstain
John Hancock	52,529	2,666	For
Victory Capital	43,688	0	For
Harbor ETF Trust	25,587	13,029	For
Allspring	34,502	0	For
Guggenheim	30,246	0	For
New York Life	29,724	0	For
Pacific Life	0	27,007	Abstain

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

7. To elect two directors, Elizabeth Barrett and Geno Germano, each to serve as a Class I director until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, or removal: Geno Germano

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-10.

Combines 3 wordings of this item as funds reported it.

53.8% Majority: yes · of votes cast

FOR 53.8%WITHHELD 46.2%

FOR: 26,917,776WITHHELD: 23,129,004

SAGE THERAPEUTICS INC.’s own tally for this item (“Elect Director: Geno Germano”): 26,917,776 for, 23,129,004 withheld, per its Form 8-K filed 2024-06-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 63 asset managers below cast 100% of the shares they voted on this item FOR (12,875,222 for, 0 against).

FOR 58%ABSTAIN 42%

FOR: 12,875,222 (57.8%)ABSTAIN: 9,402,751 (42.2%)

Largest asset managers voting on “To elect two directors, Elizabeth Barrett and Geno Germano, each to serve as a Class I director until the 2027” at SAGE THERAPEUTICS INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	9,751,530	0	For
Fidelity	27,481	4,603,114	Abstain
State Street	3,343	3,046,183	Abstain
JPMorgan	840,598	0	For
BlackRock	791,142	0	For
T. Rowe Price	560,838	0	For
Dimensional	0	543,447	Abstain
Charles Schwab	395,712	0	For
Columbia Threadneedle	0	277,653	Abstain
Equitable	92,278	60,000	For
TIAA	141,375	0	For
Direxion Shares ETF Trust	0	126,896	Abstain
AIG/SunAmerica	0	102,723	Abstain
QUANTITATIVE MASTER SERIES LLC	97,456	0	For
American Century	0	70,218	Abstain
ProShares	0	69,533	Abstain
Aberdeen	0	64,801	Abstain
Lincoln Financial	7,594	48,129	Abstain
John Hancock	32,590	22,605	For
Victory Capital	0	43,688	Abstain
Harbor ETF Trust	25,587	13,029	For
Allspring	0	34,502	Abstain
Guggenheim	0	30,246	Abstain
New York Life	16,684	13,040	For
Pacific Life	27,007	0	For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

8. To elect two directors, Elizabeth Barrett and Geno Germano, each to serve as a Class I director until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, or removal

DIRECTOR ELECTIONS

Meeting held 2024-06-10.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (19,234 for, 0 against).

FOR: 19,234 (100.0%)

Largest asset managers voting on “To elect two directors, Elizabeth Barrett and Geno Germano, each to serve as a Class I director until the 2027” at SAGE THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Northern Lights Fund Trust IV	19,234	0	0	0	For
Starboard	0	0	0	0	--

Largest SAGE THERAPEUTICS INC. shareholders voting in 2023-2024

Ranked by the number of SAGE THERAPEUTICS INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting.

Top SAGE THERAPEUTICS INC. shareholders by shares voted, 2023-2024
#	Asset manager	Shares voted
1	Fidelity	10,553,573
2	Vanguard	9,900,450
3	State Street	7,127,323
4	Wellington	4,449,756
5	RTW INVESTMENTS, LP	3,439,482
6	BlackRock	2,265,162
7	JPMorgan	1,745,475
8	T. Rowe Price	1,343,823
9	GEODE CAPITAL MANAGEMENT, LLC	1,141,742
10	Palo Alto Investors LP	1,010,544

Shown as share counts, not percentages: no shares-outstanding figure has been matched to SAGE THERAPEUTICS INC. for the 2023-2024 season, so there is no denominator to divide by.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At SAGE THERAPEUTICS INC.'s 2 shareholder meetings in the 2023-2024 proxy season (held 2024-01-31 and 2024-06-10), 220 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,803 separate fund positions. Their filings are grouped here into 8 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item of the season, voted at the meeting held 2024-06-10 — To hold a non-binding advisory vote to approve the compensation paid to our named executive… — the proposal passed with 95% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: SAGE THERAPEUTICS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-06-11.

SAGE THERAPEUTICS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025.