8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2018

 

 

ACADIA Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-50768   061376651

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3611 Valley Centre Drive, Suite 300

San Diego, California

  92130
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 558-2871

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 (see General Instruction A.2. of Form 8-K):

 

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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

  (e) On June 6, 2018, the stockholders of ACADIA Pharmaceuticals Inc. (“Registrant”) approved an amendment to Registrant’s 2010 Equity Incentive Plan, as amended, to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 6,700,000 shares.

The foregoing description of Registrant’s 2010 Equity Incentive Plan, as amended, does not purport to be complete, and is qualified in its entirety by reference to Exhibit 99.1 to this Report, as well as the description of the 2010 Equity Incentive Plan, as amended, included in Registrant’s definitive proxy statement (the “proxy statement”) filed with the Securities and Exchange Commission on April 30, 2018.

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

  (a) Registrant held its 2018 Annual Meeting of Stockholders on June 6, 2018 (the “2018 Annual Meeting”).

 

  (b) The election of three nominees to serve as Class II directors on Registrant’s Board of Directors (the “Board”) until Registrant’s 2021 Annual Meeting of Stockholders was carried out at the 2018 Annual Meeting. The following three Class II directors were elected by the votes indicated:

 

     For      Withheld      Broker Non-Votes  

Julian Baker

     76,696,395        13,522,151        20,781,527  

Stephen Biggar

     74,252,647        15,965,899        20,781,527  

Daniel Soland

     85,556.422        4,662,124        20,781,527  

In addition to the election of three Class II directors, the following matters were submitted to a vote of the stockholders at the 2018 Annual Meeting:

 

  (i) the approval of an amendment to Registrant’s 2010 Equity Incentive Plan, as amended, to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 6,700,000 shares, which was approved by the following vote:

 

For      Against      Abstain      Broker Non-Votes  
  54,418,954        35,616,191        183,401        20,781,527  

 

  (ii) the approval, on an advisory basis, of the compensation of Registrant’s named executive officers, as disclosed in the proxy statement, which was approved by the following vote:

 

For      Against      Abstain      Broker Non-Votes  
  53,635,912        36,369,150        213,484        20,781,527  

 

  (iii) the appointment of Ernst & Young LLP as Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified by the following vote:

 

For      Against      Abstain  
  110,130,114        368,768        501,191  

Each of the foregoing voting results from the 2018 Annual Meeting is final.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

99.1    2010 Equity Incentive Plan, as amended


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 8, 2018     ACADIA Pharmaceuticals Inc.
    By:  

/s/ Glenn F. Baity

    Name:   Glenn F. Baity
    Title:   EVP, General Counsel & Secretary