UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further discussed below in Item 5.07, on May 6, 2021, at the 2021 annual meeting of stockholders (the “Annual Meeting”) of Acadia Healthcare Company, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Incentive Compensation Plan, as amended (the “Plan”). The Amendment increased by 4,500,000 the aggregate number of shares of the Company’s common stock which may be issued or used for reference purposes for awards granted under the Plan and includes certain other changes with respect to the Plan. A summary of the material terms of the Amendment and the Plan is set forth on pages 7 through 11 of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2021. The summary and the foregoing description of the Amendment and the Plan are qualified in their entirety by reference to the text of the Amendment and the Plan, copies of which are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on May 6, 2021. The proposals considered at the Annual Meeting were voted on as follows:
1. The individuals listed below were elected to serve as Class I directors until the Company’s annual meeting of stockholders in 2024 or until their successors have been elected and take office. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes |
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| E. Perot Bissell |
70,951,211 | 10,840,184 | 42,258 | 1,946,133 | ||||||||||||
| Vicky B. Gregg |
80,812,152 | 1,003,446 | 18,055 | 1,946,133 | ||||||||||||
| Debra K. Osteen |
81,428,048 | 387,626 | 17,979 | 1,946,133 | ||||||||||||
2. The Company’s stockholders approved an amendment to the Acadia Healthcare Company, Inc. Incentive Compensation Plan, by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 80,121,413 | 1,692,456 | 19,784 | 1,946,133 |
3. The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers (as defined in the Company’s definitive proxy statement filed with the SEC on March 24, 2021), by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 81,157,344 | 652,161 | 24,148 | 1,946,133 |
4. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, by the following vote:
| For | Against | Abstain | ||
| 83,266,737 | 491,862 | 21,187 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| (a) | Incorporated by reference to exhibits filed with the Company’s registration statement on Form S-8 filed July 30, 2013 (File No. 333-190232). |
| (b) | Incorporated by reference to exhibits filed with the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2016 (File No. 001-35331). |
| (c) | Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the SEC on March 24, 2021 (File No. 001-35331). |
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.
| Date: May 7, 2021 | ACADIA HEALTHCARE COMPANY, INC. | |||||
| By: | /s/ Christopher L. Howard | |||||
| Christopher L. Howard | ||||||
| Executive Vice President, Secretary and General Counsel | ||||||