Acadia Pharmaceuticals Adopts Sweeping Bylaw Reforms to Bolster Governance Standards

Acadia Pharmaceuticals Inc. has implemented significant amendments to its corporate bylaws, introducing modernized governance measures aimed at aligning with Delaware law and enhancing shareholder transparency. The revised bylaws include updates to procedures for shareholder meetings, board nominations, and proxy solicitation practices.

Key changes clarify meeting logistics, granting the board authority to postpone or cancel meetings, and redefine quorum as a majority of voting power. Director nominations are now subject to stricter rules—shareholders must be record holders on both the notice and meeting dates, may only nominate as many directors as seats available, and must comply with detailed disclosure and certification requirements.

The new bylaws also incorporate federal universal proxy rules and require shareholder proponents or nominators to be present—physically or virtually—at meetings to submit proposals. Procedures for special meetings, record dates, indemnification rights, and shareholder list access have been strengthened, while Delaware’s Court of Chancery is designated as the exclusive forum for most corporate disputes.

These updates reflect Acadia’s commitment to high governance standards and aim to ensure clarity, consistency, and fairness in corporate decision-making processes.