UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On June 7, 2022, the stockholders of Acadia Pharmaceuticals Inc. (the “Company”) approved an amendment to the Company’s 2010 Equity Incentive Plan, as amended (the “Plan”), to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the Plan by 6,000,000 shares.
The foregoing description of the Plan does not purport to be complete, and is qualified in its entirety by the full text of the Plan, as well as the description of the Plan included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2022 (the “proxy statement”).
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | The Company held its 2022 Annual Meeting of Stockholders on June 7, 2022 (the “2022 Annual Meeting”). |
| (b) | The election of three nominees to serve as Class III directors on the Company’s Board of Directors until the Company’s 2025 Annual Meeting of Stockholders was carried out at the 2022 Annual Meeting. The following three Class III directors were elected by the votes indicated: |
| For | Withheld | Broker Non- Votes |
||||||||||
| Laura A. Brege |
89,395,645 | 41,330,621 | 11,297,362 | |||||||||
| Stephen R. Davis |
127,052,327 | 3,673,939 | 11,297,362 | |||||||||
| Elizabeth A. Garofalo |
117,409,631 | 13,316,635 | 11,297,362 | |||||||||
In addition to the election of three Class III directors, the following matters were submitted to a vote of the stockholders at the 2022 Annual Meeting:
| (i) | the approval of an amendment to the Plan, to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the Plan by 6,000,000 shares, which was approved by the following vote: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 135,242,095 |
6,588,710 | 192,823 | 0 |
| (ii) | the approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the proxy statement, which was approved by the following vote: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 127,204,012 |
3,387,622 | 134,632 | 11,297,362 |
| (iii) | the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified by the following vote: |
| For |
Against |
Abstain | ||
| 141,456,204 |
298,274 | 269,150 |
Each of the foregoing voting results from the 2022 Annual Meeting is final.
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.
| Date: June 10, 2022 | Acadia Pharmaceuticals Inc. | |||||
| By: | /s/ Austin D. Kim | |||||
| Name: | Austin D. Kim | |||||
| Title: | Executive Vice President, General Counsel & Secretary | |||||