Nominations By Our Stockholders
Our Bylaws govern stockholder nominations of directors. To make a director nomination at the 2021 annual meeting, a stockholder of record
entitled to vote at the annual meeting must deliver a written notice (containing certain information specified in our Bylaws as discussed below) to Christopher L. Howard, Esq., Executive Vice President, General Counsel and Secretary, at Acadia
Healthcare Company, Inc., 6100 Tower Circle, Suite 1000, Franklin, Tennessee 37067 between the close of business on January 7, 2021 and the close of business on February 6, 2021. If the date of the 2021 annual meeting is more than 30 days
before or more than 70 days after May 7, 2021, the stockholders notice must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the
90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Company. To make a director nomination to be voted on at a special meeting of stockholders called
for the purpose of electing directors, a stockholder of record entitled to vote in such election must deliver written notice to our secretary at the address above no earlier than the close of business on the 120th day prior to such special meeting
and no later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which we first publicly announce the date of the special meeting and the nominees proposed by the Board to be
elected at such meeting.
For a stockholder nomination to be deemed proper, the notice must contain certain information specified in our
Bylaws, including information as to the director nominee(s) proposed by the stockholder, the name and address of the stockholder, the class and number of shares of our capital stock beneficially owned by the stockholder, a description of all
arrangements or understandings between the stockholder and any other persons (including each proposed nominee(s) if applicable) in connection with the proposed nominations, and a representation that such stockholder intends to appear in person or by
proxy at the meeting to bring such business or nominate the person(s) named in the notice.
Majority Voting for Uncontested Director Elections;
Director Resignation Policy
In May 2017, amendments to our Certificate of Incorporation and Bylaws became effective that adopted a
majority voting standard for uncontested director elections. In contested elections, directors will continue to be elected by a plurality of the votes cast. The Board also adopted a Director Resignation Policy requiring a nominee for director to
submit a written offer of resignation to the Board in the event such nominee does not receive a majority of the votes cast in an uncontested election of directors. The Director Resignation Policy addresses the continuation in office of a
holdover director, so that an incumbent director who does not receive the requisite affirmative majority of the votes cast for his or her re-election must tender his or her resignation to the
Board. In the event a nominee submits a written officer of resignation to the Board, the Nominating and Governance Committee will promptly consider the directors offer of resignation and recommend to the Board whether to accept the resignation
or reject it. The Board will act on such recommendation within 90 days following receipt of the recommendation.
Communicating with the Board
All stockholder communications with our Board of Directors should be directed to Christopher L. Howard, Esq., Executive Vice President, General
Counsel and Secretary, at Acadia Healthcare Company, Inc., 6100 Tower Circle, Suite 1000, Franklin, Tennessee 37067, and should prominently indicate on the outside of the envelope that it is intended for our Board of Directors or for an individual
director. Each communication intended for our Board of Directors and received by Mr. Howard will not be opened but will be promptly forwarded unopened to the Chairman of the Audit Committee following its clearance through normal security
procedures.
Attendance by Members of the Board of Directors at the Annual Meeting of Stockholders
We encourage each member of our Board of Directors to attend the annual meeting of stockholders. For the 2019 annual meeting of stockholders,
each director attended in person or participated by phone.
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