UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||||||