🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for ACADIA Pharmaceuticals Inc. Think of it as the official invitation and instruction manual for the company's annual shareholder meeting. It tells shareholders what will be voted on, provides background on the company's leadership and pay, and asks for their official votes on key proposals.

🗓️ The Meeting Details

What: ACADIA's 2026 Annual Shareholder Meeting. When: May 29, 2026, at 8:00 a.m. Pacific time. How: Virtual-only. You can't go in person. Attend online at meetnow.global/MGYT5K7 using the control number on your proxy card. Who Can Vote: Anyone who owned ACADIA stock (NASDAQ: ACAD) by the Record Date of April 14, 2026. 👉 Key Action: Even if you won't attend, you should vote your shares by proxy (phone, internet, or mail) to make sure your voice is heard.

🗳️ What You're Voting On: The Four Proposals

Shareholders get to vote on four main items. The Board recommends voting "FOR" on all of them.

1. Proposal 1: Elect Directors. Vote to elect 3 board members (Catherine Owen Adams, Stephen R. Biggar, and James M. Daly) to serve until 2029.

   • Why it matters: The board guides the company's strategy. Your vote shapes who is in charge.

2. Proposal 2: "Say-on-Pay" (Advisory Vote). An advisory (non-binding) vote to approve the compensation of the company's top executives.

   • Why it matters: This is your chance to signal approval or disapproval of how the company pays its leadership. Companies pay close attention to the result.

3. Proposal 3: Ratify the Auditor. Officially approve the selection of Ernst & Young LLP as the independent accounting firm for 2026.

   • Why it matters: It's a routine but important check on the company's financial watchdog.

4. Proposal 4: Expand the Equity Incentive Plan. Approve an amendment to the company's stock award plan to add 5,209,670 new shares available for granting to employees and directors.

   • Why it matters: This is often the most consequential vote. The company argues it needs more shares to attract and retain talent in a competitive industry. Dilution (adding more shares) can reduce the value of your existing shares, but the company believes the trade-off for motivating its team is worth it.

🏢 Company Governance & Leadership

Board Committees: The board is divided into specialized groups:

• Audit Committee (led by Laura A. Brege): Oversees financial reporting and the auditor.
• Compensation Committee (led by James M. Daly): Sets executive pay. It used an independent consultant, Frederic W. Cook & Co., in 2025.
• Nominating & Corporate Governance Committee (led by Daniel B. Soland): Finds and evaluates director candidates.
• Scientific Committee: Advises on R&D and clinical programs.

Board Skills: The board has expertise in biopharma, operations, drug development, and finance, which is critical for a science-driven company like ACADIA.

Key Policies: The company has an Insider Trading Policy, a Code of Conduct, and a compliance program. It also has a "Hedging Policy" that prohibits executives from short-selling the company's stock or using complex derivatives on it.

💰 The Financial Ask (Auditor Fees)

For 2025, ACADIA paid its auditor, Ernst & Young, a total of $2,842,303 in fees.

• Audit & Audit-Related Fees: $1,842,205 (for the core audit work).
• Tax Fees: $1,000,098 (for tax preparation and advice). 👉 The Audit Committee pre-approves all these services to ensure the auditor's independence.

📦 The Equity Plan Details (Proposal 4 Deep Dive)

This proposal is complex. Here’s the simple breakdown:

• Goal: Increase the total share reserve of the 2024 Equity Incentive Plan.
• New Shares Requested: 5,209,670 new shares of common stock.
• Why: The company says its current share pool is running low and needs more to keep granting stock awards for hiring and retaining employees.
• The Trade-off: Issuing more shares for employee awards means more potential shares in the market, which can dilute existing shareholders. The company believes this is necessary to motivate the team that creates value.
• What happens if it fails? The company will continue with its current, smaller plan. It may have a harder time offering competitive compensation.

🔮 What's Next & Why This Matters

After the May 29 vote, the company will implement the results. The approval of the equity plan (Proposal 4) would be a significant signal that shareholders support the company's compensation strategy. The "Say-on-Pay" vote (Proposal 2) will show how shareholders feel about executive pay levels. 👉 The broader signal: ACADIA is focused on governance, talent retention, and growth. These votes are about ensuring the right people are in charge, are paid appropriately to drive success, and have the incentives to stick around.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Structured Governance: Clear board committees with defined roles and independent oversight.
• Talent Focus: The push to expand the equity plan shows a commitment to attracting and keeping top scientific and commercial talent in a competitive field.
• Transparency: Detailed disclosures on compensation, fees, and policies.

⚠️ Risks & Considerations:

• Share Dilution: Proposal 4, if passed, will increase the number of potential shares outstanding, which can reduce earnings per share.
• Executive Pay Scrutiny: The "Say-on-Pay" vote is advisory, but a strong "against" vote would be a red flag that shareholders are unhappy with compensation.
• Operational Execution: Ultimately, the board and management are judged on the company's scientific progress and financial performance. Governance is the foundation, but results are the key.

🧠 The Analogy

Think of this proxy statement as the annual report card and parent-teacher conference for ACADIA's leadership. Shareholders (the "parents") get to review the teachers (the board and executives), approve the curriculum (the equity plan for motivating the "students"/employees), and give feedback on how things are going (Say-on-Pay). It's not about running the daily class, but about setting the rules and evaluating the people in charge.

🧩 Final Takeaway

Your vote as a shareholder is primarily about approving the people, pay, and plans that guide ACADIA. The most impactful decision is Proposal 4, which asks if you agree the company needs more stock to reward employees, accepting the trade-off of potential dilution for the sake of motivation and growth.