Current Report Filing (8-k)
May 06 2019 - 5:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 2, 2019
Acadia Healthcare Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-35331
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45-2492228
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6100 Tower Circle, Suite 1000
Franklin, Tennessee
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37067
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(Address of Principal Executive Offices)
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(Zip Code)
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(615)
861-6000
(Registrants Telephone Number, including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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ACHC
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NASDAQ Global Select Market
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Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on May 2, 2019. The proposals considered at the Annual Meeting were voted on as
follows:
1. The individuals listed below were elected to serve as Class II directors until the Companys annual meeting of stockholders in 2022
or until their successors have been elected and take office. The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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William F. Grieco
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71,921,269
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2,778,320
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67,686
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3,966,702
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Reeve B. Waud
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60,643,024
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14,061,867
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62,384
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3,966,702
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2. The Companys stockholders approved, on a
non-binding
advisory basis, the
compensation of the Companys Named Executive Officers (as defined in the Companys definitive proxy statement filed with the SEC on March 21, 2019), by the following vote:
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For
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Against
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Abstain
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Broker
Non-Votes
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67,482,950
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6,320,160
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964,165
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3,966,702
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3. The Companys stockholders approved, on a
non-binding
advisory basis, the
frequency of the advisory vote on the compensation of the Companys Named Executive Officers, by the following vote:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker
Non-Votes
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73,339,493
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39,701
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656,944
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731,137
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3,966,702
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A majority of the stockholders selected, on a
non-binding
advisory
basis, a
one-year
frequency for
non-binding
advisory votes on executive compensation. Based on these results, the Companys Board of Directors has determined that
the Company will hold a
non-binding
advisory vote on executive compensation on an annual basis (once every year) until the next stockholder vote on the frequency of the vote on executive compensation.
4. The Companys stockholders ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2019, by the following vote:
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For
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Against
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Abstain
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77,705,612
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966,688
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61,677
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SIGNATURE
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.
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Date: May 6, 2019
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ACADIA HEALTHCARE COMPANY, INC.
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By:
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/s/ Christopher L. Howard
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Christopher L. Howard
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Executive Vice President, Secretary and General Counsel
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