Intra-Cellular Therapies, Inc. (NASDAQ:ITCI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 18, 2018, the stockholders of Intra-Cellular Therapies, Inc. (the “Company”) approved the Intra-Cellular Therapies, Inc. 2018 Equity Incentive Plan (the “2018 Plan”).

The maximum number of shares reserved for issuance under the 2018 Plan is equal to the sum of (i) 4,750,000 shares, (ii) the number of unallocated shares available for grant under the Company’s Amended and Restated 2013 Equity Incentive Plan as of the effective date of the 2018 Plan, and (iii) certain shares subject to outstanding stock awards granted under the Company’s 2003 Equity Incentive Plan that may become available for issuance under the 2018 Plan, as such shares become available from time to time. The following types of awards may be issued under the 2018 Plan: (i) incentive stock options; (ii) nonstatutory stock options; (iii) restricted stock awards; (iv) restricted stock unit awards; and (v) other types of stock-based compensation, including but not limited to stock appreciation rights.

A detailed summary of the material features of the 2018 Plan is set forth in the Company’s definitive proxy statement for its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) filed with the Securities and Exchange Commission on April 27, 2018. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2018 Plan, which is filed as Exhibit10.1 hereto and incorporated herein by reference.

(a) On June18, 2018, the Company held its Annual Meeting. Of 54,696,380 shares of common stock issued and outstanding and eligible to vote as of the record date of April26, 2018, a quorum of 47,420,664 shares, or 86.70% of the eligible shares, was present in person or represented by proxy.

(b) The following actions were taken at such meeting:

1. The following nominees were reelected to serve on the Company’s Board of Directors as Class2 Directors until the Company’s 2021 annual meeting of stockholders and until their respective successors are duly elected and qualified, based on the following votes:

2. Approval of the Company’s 2018 Equity Incentive Plan, based on the following results:

3. The selection of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018 was ratified, based on the following results:

4. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement, based on the following votes:

(d) Exhibits

Intra-Cellular Therapies, Inc. Exhibit
EX-10.1 2 d608225dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 INTRA-CELLULAR THERAPIES,…
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About Intra-Cellular Therapies, Inc. (NASDAQ:ITCI)

Intra-Cellular Therapies, Inc. (ITI) is a biopharmaceutical company. The Company is focused on the discovery and clinical development of small molecule drugs that address underserved medical needs in neuropsychiatric and neurological disorders by targeting intracellular signaling mechanisms within the central nervous system (CNS). The Company’s pipeline includes approximately two product candidates in clinical development and two product candidates in advanced pre-clinical testing. Its platform includes ITI-007 platform and phosphodiesterase (PDE) Inhibitor Platform. It is developing its lead drug candidate, ITI-007, for the treatment of schizophrenia, behavioral disturbances associated with dementia, autism and other CNS diseases. Its ITI-007 platform also includes long acting injectable (LAI) program, and IC200131 program for mood and other disorders. Its PDE Inhibitor Platform includes PDE1 program and PDE2 and PDE9 programs.