Acadia Pharmaceuticals amends bylaws, tightens stockholder nomination and meeting rules

ACADIA PHARMACEUTICALS INC

Quorum threshold changed from majority of outstanding shares to majority of voting power.
Stockholder nominees limited to number of directors to be elected; substitute nominees prohibited.
Advance notice window widened: alternative window applies if annual meeting delayed >70 days (was 30).
Mandatory indemnification and expense advancement for directors/officers expanded to maximum extent allowed.
Exclusive forum provisions clarified, including U.S. federal district courts for Securities Act claims.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ACADIA PHARMACEUTICALS INC: Amended and restated bylaws adopted, including changes to stockholder meeting procedures, director nomination requirements, quorum and voting thresholds, and indemnification provisions (effective 2025-04-15).

Change: bylaw amendment
Effective: 2025-04-15

Exact text from the filing

On April 15, 2025, the board of directors (the “Board”) of Acadia Pharmaceuticals Inc. (the “Company”) adopted amended and restated bylaws of the Company (as amended and restated, the “A&R Bylaws”) effective as of such adoption date.

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Source: SEC EDGAR

accession 0001193125-25-082809

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