Business Context and Reporting Period
This Form 8-K Current Report is filed by Mind Medicine (MindMed) Inc. (not Definium Therapeutics, Inc.) for the reporting period ending June 16, 2025, covering events occurring on June 12, 2025. The filing details the results of the Company's 2025 Annual General and Special Meeting of Shareholders.
Key Financial Metrics
This filing is a corporate governance report and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The filing text does not provide a clear value for any financial metric.
Material Changes and Corporate Actions
- Equity Incentive Plan Approval: Shareholders approved the 2025 Equity Incentive Plan, authorizing the issuance of up to 4,500,000 common shares. This plan replaces the retired Stock Option Plan and Performance and Restricted Share Unit Plan.
- Board Elections: Six nominees were elected to the Board of Directors for terms ending at the 2026 Annual Meeting: Robert Barrow, Dr. Suzanne Bruhn, Dr. Roger Crystal, David Gryska, Andreas Krebs, and Carol A. Vallone.
- Auditor Appointment: Shareholders approved the appointment of KPMG LLP as the independent registered public accounting firm until the 2026 Annual Meeting.
Shareholder Voting Results
As of the record date (April 16, 2025), 75,551,538 Common Shares were outstanding. Approximately 56.7% of entitled shares were present or represented at the meeting.
| Proposal | Votes For | Votes Against/Withheld | Broker Non-Votes |
|---|---|---|---|
| 1. Election of Directors (All 6 nominees elected) |
Range: 27.86M - 29.01M | Range: 130K - 1.28M | 13,705,737 |
| 2. Appointment of Auditor (KPMG) | 42,583,160 | 267,331 | 0 |
| 3. 2025 Equity Incentive Plan | 28,452,155 | 581,911 (Against) + 110,688 (Abstain) | 13,705,737 |
Outlook, Risks, and Management Commentary
The filing contains no forward-looking guidance, management commentary on financial outlook, or discussion of specific risks or contingencies beyond the standard incorporation by reference of the Definitive Proxy Statement (Schedule 14A) filed on April 23, 2025.
Key Facts for Investor Verification
- Verify the dilution impact of the newly authorized 4,500,000 shares under the 2025 Equity Incentive Plan.
- Confirm the composition of the Board of Directors following the election of the six nominees.
- Review the full text of the 2025 Equity Incentive Plan (Exhibit 10.1) for vesting schedules and eligibility criteria.
- Note the high number of Broker Non-Votes (13,705,737) on director elections and the equity plan, indicating shares held in street name where brokers lacked discretionary voting power.