UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | Acadia Pharmaceuticals Inc. (the “Company”) held its annual meeting of stockholders on June 1, 2023 (the “2023 Annual Meeting”). |
| (b) | The election of three nominees to serve as Class I directors on the Company’s Board of Directors until the Company’s 2026 Annual Meeting of Stockholders was carried out at the 2023 Annual Meeting. The following three Class I directors were elected by the votes indicated: |
| For | Withheld | Broker Non- Votes |
||||||||||
| James M. Daly |
108,235,140 | 27,416,787 | 9,880,431 | |||||||||
| Edmund P. Harrigan |
126,226,342 | 9,425,585 | 9,880,431 | |||||||||
| Adora Ndu |
131,558,098 | 4,093,829 | 9,880,431 | |||||||||
In addition to the election of three Class I directors, the following matters were submitted to a vote of the stockholders at the 2023 Annual Meeting:
| (i) | the approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2023, which was approved by the following vote: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 87,274,917 | 48,257,939 | 119,071 | 9,880,431 |
| (ii) | the indication, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, which received the following votes: |
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 135,140,475 | 54,863 | 345,208 | 111,380 | 9,880,432 |
| (iii) | the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by the following vote: |
| For |
Against |
Abstain | ||
| 144,928,829 | 466,591 | 136,938 |
Each of the foregoing voting results from the 2023 Annual Meeting is final.
| (d) | Based upon the results set forth in item (b) (ii) above, and consistent with the Board of Directors’ recommendation, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders on an annual basis until the next required vote on the frequency of such votes. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Acadia Pharmaceuticals Inc. | ||||||
| Dated: June 2, 2023 | By: | /s/ Austin D. Kim | ||||
| Austin D. Kim | ||||||
| Executive Vice President, General Counsel & Secretary | ||||||
Document and Entity Information |
Jun. 01, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | ACADIA PHARMACEUTICALS INC |
| Amendment Flag | false |
| Entity Central Index Key | 0001070494 |
| Document Type | 8-K |
| Document Period End Date | Jun. 01, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-50768 |
| Entity Tax Identification Number | 06-1376651 |
| Entity Address, Address Line One | 12830 El Camino Real |
| Entity Address, Address Line Two | Suite 400 |
| Entity Address, City or Town | San Diego |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92130 |
| City Area Code | (858) |
| Local Phone Number | 558-2871 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.0001 per share |
| Trading Symbol | ACAD |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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