SUPPLEMENT TO
NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
DATED APRIL 9, 2020
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 2020
This
supplement (Supplement) provides updated information with respect to the 2020 Annual Meeting of Stockholders (the Annual Meeting) of Intra-Cellular Therapies, Inc. (the Company) to be held on May 27, 2020.
On April 14, 2020, the Company commenced distributing to its stockholders a Notice of 2020 Annual Meeting of Stockholders and Proxy Statement (the
Notice and Proxy Statement) for the Annual Meeting. This Supplement, which describes a change in the location of the Annual Meeting from an in-person to a virtual-only meeting, should be read in
conjunction with the Notice and Proxy Statement.
Change in Annual Meeting Location; Virtual-Only Meeting to be Held
On May 13, 2020, the Company issued a press release announcing that, due to the public health impact of the coronavirus
(COVID-19) pandemic and to prioritize the health and well-being of meeting participants, the Annual Meeting on May 27, 2020 at 10:00 a.m. Eastern Time, will be held in a virtual format only.
Stockholders will not be able to attend the Annual Meeting in person. The items of business are the same as set forth in the Notice and Proxy Statement.
Access to Virtual-only Meeting and Log-in Instructions
As described in the Notice and Proxy Statement, stockholders at the close of business on the record date, April 6, 2020, are entitled to attend the Annual
Meeting by going to www.meetingcenter.io/238568156. To be admitted to the Annual Meeting at www.meetingcenter.io/238568156, stockholders must enter the 15-digit control number found on their proxy card, voting
instruction form, notice of internet availability of proxy materials, or email previously received. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 9:30 a.m. Eastern Time. Stockholders may vote
during the Annual Meeting by following the instructions available on the meeting website during the meeting.
Participating, Voting Electronically and
Submitting Questions at the Annual Meeting
Stockholders of Record
Stockholders of record will be able to participate in the Annual Meeting, vote electronically and submit questions during the live webcast of the meeting,
without advance registration. The two items of information needed to access the live webcast of the meeting are the following:
Computershare Control Number: the 15-digit control number found on your proxy card, voting instruction
form, notice of internet availability of proxy materials, or email you previously received
Meeting password: ITCI2020
Beneficial Owners
If you are a beneficial owner and hold
your shares through an intermediary, such as a bank, broker or nominee, you must register in advance to participate in the Annual Meeting, vote electronically and submit questions during the live webcast of the meeting. To register in advance you
must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy along with your email address to Computershare Trust Company, N.A.
(Computershare).
Requests for registration should be directed to Computershare by email at legalproxy@computershare.com no later than
9:00 a.m. Eastern Time, on Tuesday, May 26, 2020. You will receive a confirmation of your registration and instructions on how to attend the meeting by email after Computershare receives your registration materials.