8-K
Acadia Healthcare Company, Inc. (ACHC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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 29, 2025
Acadia Healthcare Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-35331 | 45-2492228 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 6100 Tower Circle, Suite 1000<br> <br>Franklin, Tennessee | 37067 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(615) 861-6000
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value | ACHC | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on May 29, 2025. The proposals considered at the Annual Meeting were voted on as follows:
- The individuals listed below were elected to serve as Class II directors until the Company’s annual meeting of stockholders in 2028 or until their successors have been elected and take office. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||
|---|---|---|---|---|---|---|---|---|
| Jason R. Bernhard | 77,464,202 | 3,295,653 | 102,116 | 2,208,400 | ||||
| William F. Grieco | 71,942,193 | 8,817,663 | 102,115 | 2,208,400 | ||||
| R. David Kelly | 75,617,133 | 5,001,549 | 243,289 | 2,208,400 | ||||
| Reeve B. Waud | 63,559,430 | 17,196,618 | 105,923 | 2,208,400 |
2. The Company’s stockholders approved an amendment to the Acadia Healthcare Company, Inc. Amended and Restated Incentive Compensation Plan, by the following vote:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 76,887,756 | 3,934,969 | 39,246 | 2,208,400 |
- 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 10, 2025), by the following vote:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 74,218,970 | 6,595,498 | 47,503 | 2,208,400 |
- The Company’s stockholders approved, on a non-binding advisory basis, the frequency of a non-binding advisory vote on the compensation of the Company’s Named Executive Officers, by the following vote:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 77,715,693 | 7,740 | 3,111,377 | 27,161 | 2,208,400 |
A majority of the stockholders selected, on a non-binding advisory basis, a one-year frequency for non-binding advisory votes on executive compensation. Based on these results, the Company’s Board of Directors has determined that the Company will hold a non-binding advisory vote on executive compensation on an annual basis until the next stockholder vote on the frequency of the vote on executive compensation.
5. 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, 2025, by the following vote:
| For | Against | Abstain |
|---|---|---|
| 80,429,896 | 2,605,815 | 34,660 |
| Item 9.01. | Financial Statements and Exhibits. | |
| --- | --- |
(d) Exhibits
The following exhibits are filed herewith:
| Exhibit No. | Description |
|---|---|
| 10.1 | Acadia Healthcare Company, Inc. Amended and Restated Incentive Compensation Plan (a) |
| 10.2 | Amendment to the Acadia Healthcare Company, Inc. Amended and Restated Incentive Compensation Plan (b) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| (a) | Incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement filed with the SEC on April 10, 2025 (File No. 001-35331). |
| --- | --- |
| (b) | Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the SEC on April 10, 2025 (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 30, 2025 | ACADIA HEALTHCARE COMPANY, INC. | |
|---|---|---|
| By: | /s/ Brian P. Farley | |
| Brian P. Farley | ||
| Executive Vice President, Secretary and General Counsel |