Current Report Filing (8-k)
June 28 2019 - 4:03PM
Edgar (US Regulatory)
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 26, 2019
ACADIA Pharmaceuticals Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-50768
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061376651
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3611 Valley Centre Drive, Suite 300
San Diego, California
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92130
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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):
☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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ACAD
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The Nasdaq Stock Market LLC
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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(e)
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On June 26, 2019, the stockholders of ACADIA Pharmaceuticals Inc. (the Company) approved
(i) an amendment to the Companys 2010 Equity Incentive Plan, as amended (the 2010 Plan), to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 8,300,000
shares, and (ii) an amendment to the Companys 2004 Employee Stock Purchase Plan, as amended (the 2004 ESPP), to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the
plan by 600,000 shares.
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The foregoing descriptions of the 2010 Plan and the 2004 ESPP do not purport to be complete, and are qualified
in their entirety by reference to Exhibits 99.1 and 99.2 to this Report, respectively, as well as the descriptions of the 2010 Plan and the 2004 ESPP included in the Companys definitive proxy statement filed with the Securities and Exchange
Commission on April 30, 2019 (the proxy statement).
Item 5.07 Submission of Matters to a Vote of Security Holders.
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(a)
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The Company held its 2019 Annual Meeting of Stockholders on June 26, 2019 (the 2019 Annual
Meeting).
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(b)
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The election of two nominees to serve as Class III directors on the Companys Board of Directors
until the Companys 2022 Annual Meeting of Stockholders was carried out at the 2019 Annual Meeting. The following two Class III directors were elected by the votes indicated:
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For
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Withheld
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Broker Non-
Votes
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Laura Brege
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97,595,175
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18,074,672
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18,021,148
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Stephen Davis
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111,913,929
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3,755,918
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18,021,148
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In addition to the election of two Class III directors, the following matters were submitted to a vote of the
stockholders at the 2019 Annual Meeting:
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(i)
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the approval of an amendment to the 2010 Plan, to, among other things, increase the aggregate number of shares
of common stock authorized for issuance under the plan by 8,300,000 shares, which was approved 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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110,054,976
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5,486,965
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127,906
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18,021,148
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(ii)
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the approval of an amendment to the 2004 Plan, to, among other things, increase the aggregate number of shares
of common stock authorized for issuance under the plan by 600,000 shares, which was approved 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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114,990,495
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581,686
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97,666
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18,021,148
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(iii)
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the approval, on an advisory basis, of the compensation of the Companys named executive officers, as
disclosed in the proxy statement, which was approved 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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76,556,916
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38,971,008
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141,923
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18,021,148
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(iv)
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the appointment of Ernst & Young LLP as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2019 was ratified by the following vote:
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For
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Against
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Abstain
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133,019,534
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336,534
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334,927
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Each of the foregoing voting results from the 2019 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.
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Date: June 28, 2019
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ACADIA Pharmaceuticals Inc.
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By:
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/s/ Austin D. Kim
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Name:
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Austin D. Kim
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Title:
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Executive Vice President, General Counsel & Secretary
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