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 23, 2020
ACADIA Pharmaceuticals Inc.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 000-50768 | | 06-1376651 |
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | | ACAD | | The Nasdaq Stock Market LLC |
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 23, 2020, the stockholders of ACADIA Pharmaceuticals Inc. (the “Company”) approved an amendment to the Company’s 2004 Employee Stock Purchase Plan, as amended (the “2004 ESPP”), to increase the aggregate number of shares of common stock authorized for issuance under the plan by 3,000,000 shares. |
The foregoing description of the 2004 ESPP 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 2004 ESPP included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2020 (the “proxy statement”).
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| | (a) | The Company held its 2020 Annual Meeting of Stockholders on June 23, 2020 (the “2020 Annual Meeting”). |
| | (b) | The election of two nominees to serve as Class I directors on the Company’s Board of Directors until the Company’s 2023 Annual Meeting of Stockholders was carried out at the 2020 Annual Meeting. The following two Class I directors were elected by the votes indicated: |
| | | | | | | | | | | | |
| | For | | | Withheld | | | Broker Non-
Votes | |
James M. Daly | | | 108,687,443 | | | | 25,123,699 | | | | 12,812,216 | |
Edmund P. Harrigan, M.D. | | | 132,613,336 | | | | 1,197,806 | | | | 12,812,216 | |
In addition to the election of two Class I directors, the following matters were submitted to a vote of the stockholders at the 2020 Annual Meeting:
| | (i) | the approval of an amendment to the 2004 ESPP increasing the aggregate number of shares of common stock authorized for issuance under the plan by 3,000,000 shares, which was approved by the following vote: |
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
132,878,639 | | 832,420 | | 100,083 | | 12,812,216 |
| | (ii) | the approval of the Company’s non-employee director compensation policy, a copy of which is attached as Exhibit 99.2 to this Report, which was approved by the following vote: |
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
128,021,969 | | 5,645,500 | | 143,673 | | 12,812,216 |
| | (iii) | 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 |
127,535,500 | | 6,110,192 | | 165,450 | | 12,812,216 |
| | (iv) | the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified by the following vote: |
| | | | |
For | | Against | | Abstain |
146,289,506 | | 138,089 | | 195,763 |
Each of the foregoing voting results from the 2020 Annual Meeting is final.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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 29, 2020 | | ACADIA Pharmaceuticals Inc. |
| | | | | |
| | By: | | /s/ Austin D. Kim |
| | Name: | | Austin D. Kim |
| | Title: | | Executive Vice President, General Counsel & Secretary |
