Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders

On August 26, 2024, Vistagen Therapeutics, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "2024Annual Meeting"). At the 2024 Annual Meeting, as set forth below, the Company's stockholders: (i) elected each of the seven director nominees to the Company's Board of Directors (the "Board"); (ii) approved, on an advisory basis, the compensation paid to the Company's named executive officers; and (iii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending March 31, 2025.

The matters voted upon at the 2024 Annual Meeting and the results of the voting by the Company's stockholders are as follows:

Proposal No. 1 - Election of Directors

Members of the Board are elected by a plurality of the votes cast. Accordingly, each of the director nominees named above was elected to serve on the Board until the Company's 2025 Annual Meeting of Stockholders, or until her or his successor is elected and qualified.

Proposal No. 2 - Non-Binding Advisory Vote to Approve Executive Compensation (Say-on-Pay Proposal)

The vote required to approve the non-binding advisory vote on executive compensation paid to the Company's named executive officers was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company's stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, as reported in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on July 17, 2024.

Proposal No. 3 - Ratification of Appointment of Auditors

The vote required to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending March 31, 2025 was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending March 31, 2025.

For more information about each of the foregoing proposals, please review the Company's definitive proxy statement, filed with the SEC on July 17, 2024.