Acadia Pharmaceuticals (NASDAQ: ACAD) investors approve 5.2M-share boost to 2024 equity plan

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What did Acadia Pharmaceuticals (ACAD) stockholders approve at the 2026 Annual Meeting?

How many additional shares are authorized under Acadia’s 2024 Equity Incentive Plan?

Were director nominees elected at Acadia Pharmaceuticals’ 2026 Annual Meeting?

How did Acadia Pharmaceuticals’ stockholders vote on other proposals at the meeting?

Where can investors find details of Acadia’s amended 2024 Equity Incentive Plan?

What are broker non-votes in Acadia’s 2026 Annual Meeting results?

Agreements & Contracts

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(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Acadia Pharmaceuticals Inc. reported that stockholders approved an amendment to its 2024 Equity Incentive Plan, increasing the number of common shares authorized for issuance under the plan by 5,209,670. This approval occurred at the company’s 2026 Annual Meeting of Stockholders, following prior approval of the amendment by the board.

At the meeting, three Class I directors were elected, with each nominee receiving over 128 million votes in favor. Stockholders also approved the other proposals presented, with support levels generally above 147 million votes for key items, and the company has filed the amended equity plan as Exhibit 10.1.

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Equity plan share increase: 5,209,670 shares Votes for James M. Daly: 146,927,745 votes Votes for Edmund P. Harrigan: 128,460,130 votes +3 more

6 metrics

Equity plan share increase 5,209,670 shares Additional common stock authorized under 2024 Equity Incentive Plan

Votes for James M. Daly 146,927,745 votes Election as Class I director at 2026 Annual Meeting

Votes for Edmund P. Harrigan 128,460,130 votes Election as Class I director at 2026 Annual Meeting

Votes for Adora Ndu 134,540,552 votes Election as Class I director at 2026 Annual Meeting

Proposal vote example 148,265,173 for / 1,911,358 against One non-director proposal at 2026 Annual Meeting, with 272,216 abstain

Equity plan proposal support 147,258,860 for Proposal with 3,096,136 against, 93,751 abstain and 10,356,394 broker non-votes

2024 Equity Incentive Plan, Annual Meeting of Stockholders, Broker Non-Votes, definitive proxy statement, +1 more

5 terms

2024 Equity Incentive Plan financial

"approved an amendment to the Company’s 2024 Equity Incentive Plan (the “Plan”)"

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Broker Non-Votes financial

"For | | Against | | Abstain | | Broker Non-Votes 148,265,173 | | 1,911,358 | | 272,216 | | 10,356,394"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

definitive proxy statement regulatory

"section entitled “Proposal 4” of the Company’s definitive proxy statement for the Annual Meeting"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Exhibit 10.1 regulatory

"10.1 | | Acadia Pharmaceuticals Inc. 2024 Equity Incentive Plan, as amended."

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Understanding 8-K Material Events →

05/29/2026 - 04:05 PM

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): May 29, 2026

Acadia Pharmaceuticals Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-50768

06-1376651

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


12830 El Camino Real, Suite 400
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 filing 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

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 May 29, 2026, Acadia Pharmaceuticals Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 below, the stockholders of the Company approved an amendment to the Company’s 2024 Equity Incentive Plan (the “Plan”) at the Annual Meeting to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the Plan by 5,209,670 shares. The Company’s Board of Directors had previously approved the amendment to the Plan, subject to stockholder approval.

A description of the material terms of the Plan, as amended, is contained in the section entitled “Proposal 4: Approval of an Amendment to the Company’s 2024 Equity Incentive Plan” of the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”). That description is incorporated into this Item 5.02 by reference. Such description, as well as the foregoing description in this Item 5.02, does not purport to be complete, and are qualified in their entirety by reference to the full text of the Plan, as amended, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a)	The Company held its Annual Meeting on May 29, 2026.

(b)

The election of three nominees to serve as Class I directors on the Company’s Board of Directors until the Company’s 2029 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until their earlier death, resignation or removal, was carried out at the Annual Meeting. The following three Class I directors were elected by the votes indicated:


	For	Withheld	Broker Non-Votes
James M. Daly	146,927,745	3,521,002	10,356,394
Edmund P. Harrigan, M.D.	128,460,130	21,988,617	10,356,394
Adora Ndu, Pharm.D., J.D.	134,540,552	15,908,195	10,356,394

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

(i)

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
148,265,173	1,911,358	272,216	10,356,394

(ii)

the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, which was ratified by the following vote:


For	Against	Abstain
157,409,378	3,319,736	76,027

(iii)

the approval of an amendment to the Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the Plan by 5,209,670 shares, which was approved by the following vote:


For	Against	Abstain	Broker Non-Votes
147,258,860	3,096,136	93,751	10,356,394

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

10.1		Acadia Pharmaceuticals Inc. 2024 Equity Incentive Plan, as amended.

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.

Source: View Original Filing on SEC EDGAR

Stockholders approved an amendment to Acadia’s 2024 Equity Incentive Plan to increase shares authorized for issuance by 5,209,670. This change supports future equity-based compensation grants under the plan, which had previously been approved by the board subject to stockholder approval.

The amendment increases the aggregate number of Acadia common shares authorized for issuance under the 2024 Equity Incentive Plan by 5,209,670. These shares may be used for future equity awards, such as stock options or restricted stock, as described in the company’s proxy statement.

Yes, three Class I directors were elected at the 2026 Annual Meeting. For example, James M. Daly received 146,927,745 votes for and 3,521,002 withheld, with 10,356,394 broker non-votes, indicating strong support from voting stockholders for the board slate.

Stockholders approved each proposal presented. One proposal received 148,265,173 votes for, 1,911,358 against and 272,216 abstain with 10,356,394 broker non-votes, while another received 157,409,378 for, 3,319,736 against and 76,027 abstain, reflecting broad backing for management recommendations.

The full text of the amended 2024 Equity Incentive Plan is filed as Exhibit 10.1. A description of its material terms is also incorporated by reference from the “Proposal 4” section of Acadia’s definitive proxy statement dated April 24, 2026.

Broker non-votes are shares held by brokers that were not voted on certain proposals, often because instructions were not received. For several items, Acadia reported 10,356,394 broker non-votes, which are counted for quorum but not as votes for or against those proposals.

4 documents

Acadia Pharmaceuticals Inc.

Date: May 29, 2026

/s/ Jennifer J. Rhodes

Jennifer J. Rhodes

Executive Vice President, Chief Legal Officer & Secretary

EX-10.1 EX-10.1 151.4 KB