Sage Therapeutics, Inc. | Support Annual Election of Each Director at Sage Therapeutics, Inc.

Status
Omitted
AGM date
Resolution details
Company ticker
SAGE
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
Shareholders ask that our Company take all the steps necessary to organize the Board of Directors in order that each director stands for election at each annual meeting.
Supporting statement
Although Sage Therapeutics, Inc. (SAGE) can adopt this proposal topic in oneyear and one-year implementation is a best practice, this proposal allows the option to phase it in. Classified Boards, like the SAGE Board, have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. There is such great concern regarding the performance of the SAGE directors that it makes sense for SAGE directors to stand for election each year. The 2 directors that stood for election in 2024 each received more than 22 million against votes and less than 28 million for votes. This far from many well performing companies where the directors receive only 5% against votes. Sage Therapeutics took advantage of an absurd rule that if a shareholder loses a big part of his original investment he no longer has the right to have an important proposal that could play a role in turning around a company, such as this proposal, included in the annual meeting proxy. Sage stock was at $86 in 2020, $19 in 2023 and $5 in late 2024. This 2025 proposal is so important for the future of SAGE that SAGE should not attempt to exclude it from the annual meeting ballot.

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