Shareholders voted to elect all six company's director nominees to the board of Mind Medicine (MNMD)
Key Summary: On April 21, 2023, FCM MM Holdings (3.5%) filed proxy materials to nominate four director candidates, citing concerns about share price performance, director compensation, and golden parachutes. Over the next months, FCM issued several letters and presentations, criticizing the board’s decisions and outlining a plan to restore shareholder value. On June 5, 2023, ISS recommended voting for the company’s management proposals, while FCM criticized ISS and urged support for its plan. Despite FCM’s efforts, at the June 21, 2023 AGM, shareholders elected all six of the company’s director nominees.
Market Cap: $140 million | Mind Medicine (MindMed) Inc., a clinical stage biopharmaceutical company, develops novel products to treat brain health disorders.
Background
- On April 21, 2023, FCM MM Holdings, LLC (3.5%) filed proxy materials nominating four director candidates for election to the board at the 2023 AGM. It expressed its concerns regarding share price performance, substantial director compensation and golden parachutes. Source
- On May 5, 2023, FCM MM Holdings, LLC issued an open letter to the shareholders soliciting votes for its nominees. The letter details the board and management team’s track record of poor decision-making and lack of alignment with shareholders that has led to critical delays, ill-conceived and botched regulatory strategies, excessive spending and compensation, and destructive financings that have plagued the Company. It has also outlined its plan to restore shareholder value.
- On May 24, 2023, FCM MM Holdings, LLC issued an investor presentation titled “Restore Mind Medicine”
- On May 31, 2023, FCM MM Holdings, LLC issued a Supplemental Investor Presentation.
- On June 2, 2023, FCM MM Holdings, LLC issued an open letter to the shareholders. The letter highlights Dr. Freeman’s prediction that a revolution in psychedelic medicine will likely occur by the end of 2024, heralded by the FDA’s likely approval of Multidisciplinary Association for Psychedelic Studies’ (“MAPS”) drug, MDMA, for post-traumatic stress disorder (PTSD). Dr. Freeman emphasizes his belief that for MindMed to be able to fully participate in the coming psychedelic medicine revolution it must have a healthy balance sheet. FCM believes that by cutting costs and doubling-down MindMed’s investment in its flagship drug LSD (MM-120) this is achievable. Source
- On June 5, 2023, ISS recommended that shareholders should vote in favor of the company's management proposals and reject the proposals put forth by FCM MM Holdings, which seeks to replace board members and implement its own plan for the company. ISS acknowledges the concerns raised by FCM MM Holdings but believes that the company's management proposals offer a more favorable path forward for shareholders. Source
- On June 5, 2023, FCM MM Holdings, LLC criticizes ISS report for dismissing share drop, failed clinical strategy, lack of accountability, flip-flop on board chair, parroting refuted statements, and overlooking patient safety concerns. FCM urges shareholders to support their plan for value restoration by voting the BLUE Proxy. Source
- On June 8, 2023, FCM issued a Rebuttal Investor Presentation titled “Restore Mind Medicine”
- On June 15, 2023, FCM MM Holdings, LLC condemns the company's plan to proceed with its AGM and director elections without sufficient shareholder support. Despite failing to meet the required shareholder presence at the AGM, the company plans to hold an adjourned meeting. FCM alleges violations of NASDAQ rules and Canadian securities law, which could lead to delisting and legal consequences. FCM urges shareholders to vote for its nominees on the BLUE proxy card to restore value and challenge the current board and management team. Source
Update
At the AGM held on June 21, 2023, shareholders voted to elect all six company's director nominees to the board.
Member discussion