ACADIA PHARMACEUTICALS INC false 0001070494 0001070494 2020-06-23 2020-06-23

 

 

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

Exhibit
No.

   

Description

         
 

99.1

   

2004 Employee Stock Purchase Plan, as amended

         
 

99.2

   

Non-Employee Director Compensation Policy

         
 

104

   

Cover page Interactive Data File (embedded within the Inline XBRL document)


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