ACADIA PHARMACEUTICALS INC false 0001070494 0001070494 2023-06-01 2023-06-01












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2023



Acadia Pharmaceuticals Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   000-50768   06-1376651

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


12830 El Camino Real, Suite 400

San Diego, California

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 558-2871


(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:


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




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 5.07

Submission of Matters to a Vote of Security Holders.



Acadia Pharmaceuticals Inc. (the “Company”) held its annual meeting of stockholders on June 1, 2023 (the “2023 Annual Meeting”).



The election of three nominees to serve as Class I directors on the Company’s Board of Directors until the Company’s 2026 Annual Meeting of Stockholders was carried out at the 2023 Annual Meeting. The following three Class I directors were elected by the votes indicated:


     For      Withheld      Broker
Non- Votes

James M. Daly

     108,235,140        27,416,787        9,880,431  

Edmund P. Harrigan

     126,226,342        9,425,585        9,880,431  

Adora Ndu

     131,558,098        4,093,829        9,880,431  

In addition to the election of three Class I directors, the following matters were submitted to a vote of the stockholders at the 2023 Annual Meeting:



the approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2023, which was approved by the following vote:








Broker Non-Votes

87,274,917   48,257,939   119,071   9,880,431



the indication, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, which received the following votes:


1 Year


2 Years


3 Years




Broker Non-Votes

135,140,475   54,863   345,208   111,380   9,880,432



the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by the following vote:







144,928,829   466,591   136,938

Each of the foregoing voting results from the 2023 Annual Meeting is final.



Based upon the results set forth in item (b) (ii) above, and consistent with the Board of Directors’ recommendation, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders on an annual basis until the next required vote on the frequency of such votes.


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.


    Acadia Pharmaceuticals Inc.
Dated: June 2, 2023     By:  

/s/ Austin D. Kim

      Austin D. Kim
      Executive Vice President, General Counsel & Secretary