Acadia Pharmaceuticals Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class I director nominees (James M. Daly; Edmund P. Harrigan, M.D.; Adora Ndu, Pharm.D., J.D.) to hold office until 2029 Annual Meeting.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal requests an advisory, non-binding approval of the Company’s executive compensation program as disclosed in the proxy statement. Management seeks affirmation from stockholders that the pay mix, performance metrics, and governance features described (including substantial at-risk compensation, use of PSUs tied to relative TSR and product sales, stock ownership guidelines, clawback policy and stock option practices) are appropriate. The board and Compensation Committee emphasize that the program is designed to align executive incentives with long-term stockholder value, retain key executives, and reward performance while incorporating governance safeguards (e.g., no option repricing without stockholder approval, clawback policy, minimum vesting periods and anti-hedging policies). The vote is non-binding but the board and Compensation Committee will consider the outcome in future compensation decisions. The context includes prior strong support for say-on-pay (98% in 2025) and a compensation program that remained largely market-aligned with peer companies; the board recommends a vote FOR, noting that compensation is primarily at-risk and tied to measurable goals and long-term equity vehicle mix. The board’s rationale is to gauge stockholder support for its approach and maintain alignment of incentives with company strategy and retention needs.

3. 3

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.

4. 4

   Approval of Amendment to 2024 Equity Incentive Plan

   ManagementBoard: FOR

   Approve amendment to 2024 Plan to increase aggregate shares authorized for issuance by 5,209,670 shares, change full-value debit ratio to 1.59 and increase ISO limit.

   More detail

   Proposal 4 asks shareholders to approve an amendment to the company’s 2024 Equity Incentive Plan to increase the share reserve by 5,209,670 shares, adjust fungible share-counting (full-value awards now debit 1.59 shares each), and raise the ISO ceiling. Management frames the request as necessary to maintain competitive equity grants for recruiting and retention, noting historical burn rates, outstanding awards, and projected run-rate where the requested increase is expected to cover needs through the 2027 annual meeting. The proposal emphasizes governance protections (no repricing without approval, minimum 12‑month vesting with limited exceptions, no evergreen, limitations on dividends and change-in-control treatment, clawback policy, and caps on non-employee director awards). The plan’s mechanics (fungible counting, returning share rules, and limitations on reissuance of certain withheld shares) reduce the potential for liberal inflation of share usage. The board’s recommendation FOR is rooted in preserving the company’s ability to grant long-term incentives that align employee interests with stockholder value, while pointing to responsible share-management practices and various anti-dilution and governance features. The analytical trade-offs include dilution to existing shareholders versus the retention and motivation benefits of equity awards; the proposed fungible ratio increases the efficiency of share usage for stock options but debits more heavily for full-value awards, which is intended to limit dilution from RSUs/PSUs.

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When is the Acadia Pharmaceuticals Inc 2026 annual meeting?

Acadia Pharmaceuticals Inc (ACAD) holds its 2026 annual shareholder meeting on Friday, May 29, 2026.

What is the record date for the Acadia Pharmaceuticals Inc 2026 meeting?

The record date for the Acadia Pharmaceuticals Inc 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Acadia Pharmaceuticals Inc's 2026 meeting?

The board is presenting 3 director nominees at the Acadia Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Acadia Pharmaceuticals Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Acadia Pharmaceuticals Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.