Current Report Filing (8-k)
May 25 2017 - 5:00PM
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 25, 2017
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
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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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Certificate of Incorporation
At the 2017 annual meeting of stockholders (the Annual Meeting) of Acadia Healthcare Company, Inc. (the Company) held
on May 25, 2017, the stockholders of the Company approved an amendment to the Companys Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) adopting a majority voting standard for uncontested
director elections, as more fully described in the Companys definitive proxy statement filed with the Securities and Exchange Commission (the SEC) on April 13, 2017. The amendment became effective upon the filing of the
Certificate of Amendment to the Certificate of Incorporation (the Certificate of Amendment) with the Secretary of State of the State of Delaware on May 25, 2017.
The foregoing description of the amendment to the Certificate of Incorporation does not purport to be a complete description and is qualified
in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included in the complete copy of the Certificate of Incorporation, as amended, attached to this Current Report on Form 8-K as
Exhibit 3.1
and
incorporated by reference herein.
Amendment to Bylaws
On May 25, 2017, an amendment to the Companys Amended and Restated Bylaws to make conforming changes to implement majority voting in
uncontested director elections became effective (the Bylaws Amendment). The Bylaws Amendment was previously approved by the Board of Directors of the Company, subject to stockholder approval of the amendment to the Certificate of
Incorporation and effectiveness of the Certificate of Amendment, and did not require approval of the stockholders of the Company.
The
foregoing description of the Bylaws Amendment does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is included in the complete copy of the Amended and
Restated Bylaws, as amended, attached to this Current Report on Form 8-K as
Exhibit 3.2
and incorporated by reference herein.
Item 5.07
Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on May 25, 2017. The
proposals considered at the Annual Meeting were voted on as follows:
1. The individuals listed below were elected to serve as Class III
directors until the Companys annual meeting of stockholders in 2020 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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Withheld
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Broker Non-Votes
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Christopher R. Gordon
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80,952,552
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342,538
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2,643,308
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Wade D. Miquelon
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79,373,940
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1,921,150
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2,643,308
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William M. Petrie, M.D.
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79,606,467
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1,688,623
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2,643,308
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2. The Companys stockholders approved the amendment to the Companys Certificate of
Incorporation to adopt a majority voting standard in uncontested director elections, 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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81,260,997
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12,742
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21,351
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2,643,308
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3. 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 April 13, 2017), 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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62,926,784
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15,280,765
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87,541
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2,643,308
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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, 2017, by the following vote:
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For
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Against
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Abstain
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83,018,960
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888,658
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30,780
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5. The Companys stockholders did not approve a stockholder proposal related to sustainability reporting,
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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21,188,295
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59,113,178
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993,617
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2,643,308
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Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed herewith:
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Exhibit No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation, as amended
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3.2
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Amended and Restated Bylaws, as amended
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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 25, 2017
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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
Executive Vice
President, Secretary and
General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation, as amended
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3.2
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Amended and Restated Bylaws, as amended
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