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
Date of report (Date of earliest event reported): May 19, 2023 (
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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 18, 2023, at the 2023 annual meeting of stockholders (the “Annual Meeting”) of Acadia Healthcare Company, Inc. (the “Company”), the stockholders of the Company approved an amendment and restatement of the Acadia Healthcare Company, Inc. Incentive Compensation Plan (the “Incentive Plan”). The plan was amended and restated to renew the term of the Incentive Plan for ten years until March 2033. A summary of the material terms of the Incentive Plan is set forth on pages 8 through 11 of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2023. The summary and the foregoing description of the Incentive Plan are qualified in their entirety by reference to the text of the Incentive Plan, a copy of which was included as Appendix A to the proxy statement filed with the SEC and is 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 18, 2023. The proposals considered at the Annual Meeting were voted on as follows:
1. The individuals listed below were elected to serve as Class III directors until the Company’s annual meeting of stockholders in 2026 or until their successors have been elected and take office. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Michael J. Fucci |
74,423,272 | 12,296,852 | 23,752 | 1,735,435 | ||||||||||||
| Wade D. Miquelon |
65,692,075 | 21,027,841 | 23,960 | 1,735,435 | ||||||||||||
2. The Company’s stockholders approved an amendment and restatement of the Acadia Healthcare Company, Inc. Incentive Compensation Plan, by the following vote:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 85,187,311 | 1,532,139 | 24,426 | 1,735,435 |
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 April 7, 2023), by the following vote:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 85,589,978 | 1,132,077 | 21,821 | 1,735,435 |
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, 2023, by the following vote:
| For |
Against |
Abstain | ||
| 87,880,701 | 576,757 | 21,853 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Acadia Healthcare Company, Inc. Amended and Restated Incentive Compensation Plan (a) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| (a) | Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the SEC on April 7, 2023 (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 19, 2023 | ACADIA HEALTHCARE COMPANY, INC. | |||||
| By: | /s/ Christopher L. Howard | |||||
| Christopher L. Howard | ||||||
| Executive Vice President, Secretary and General Counsel | ||||||