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Acumen Pharmaceuticals Inc

For the period ended Jun 4, 2024. Filed Apr 22, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 4, 2024 · Filed Apr 22, 2024

ABOS$0.22+4.5%Stored close · as of Nov 6, 2026
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DEF 14A 1 def14a.htm DEF 14A

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to § 240.14a-12

Acumen Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required.
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

427 Park St.,

Charlottesville, Virginia

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 4, 2024

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Acumen Pharmaceuticals, Inc., a Delaware corporation (the “Company”). The meeting will be held on Tuesday, June 4, 2024 at 11:00 a.m. Eastern Time through a live video webcast atwww.proxydocs.com/ABOS. You will not be able to attend the meeting in person. The meeting will be held for the following purposes:

  1. To elect two Class III directors, Daniel O’Connell and Nathan Fountain, M.D., to the Board of Directors, each to hold office until the 2027 Annual Meeting of Stockholders.

  2. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

  3. To conduct any other business properly brought before the meeting or any adjournments, continuations, or postponements thereof.

These items of business are more fully described in the Proxy Statement (as defined below) accompanying this notice.

We have elected to provide Internet access to our proxy materials, which include the proxy statement for our Annual Meeting (the “Proxy Statement”) accompanying this notice, in lieu of mailing printed copies. Providing our Annual Meeting materials via the Internet reduces the costs associated with our Annual Meeting and lowers our environmental impact, all without negatively affecting our stockholders’ ability to timely access Annual Meeting materials.

On or about April 22, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and our annual report to our stockholders (the “2023 Annual Report”). The Notice provides instructions on how to vote online or by telephone and how to receive a paper copy of proxy materials by mail. The Proxy Statement and our 2023 Annual Report can be accessed directly atwww.proxydocs.com/ABOS.

The record date for the Annual Meeting is April 8, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Virtual Stockholders’ Meeting to Be Held on Tuesday, June 4, 2024 at 11:00 a.m. Eastern Time.

By Order of the Board of Directors,

Derek Meisner

Chief Legal Officer and Corporate Secretary

Charlottesville, VA

Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please ensure that your shares are voted during the Annual Meeting by promptly signing and returning a proxy card or by using our Internet or telephonic voting system. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held on your behalf by a brokerage firm, bank, or other agent and you wish to vote at the Annual Meeting, you may need to obtain a proxy issued in your name from that record holder. Please contact your broker, bank, or other agent for information about specific requirements if you would like to vote your shares at the meeting.

427 Park St.,

Charlottesville, Virginia

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

June 4, 2024

MEETING AGENDA

ProposalsPageVoting StandardBoard Recommendation
Election of Directors7PluralityFor each director nominee
Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 202417Majority of shares present virtually or represented by proxy at the meeting and entitled to vote generally on the subject matter.For

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING1
PROPOSAL 1 ELECTION OF DIRECTORS7
Class III Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting7
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE11
Independence Of The Board Of Directors11
Board Leadership Structure11
Role Of The Board In Risk Oversight11
Meetings Of The Board Of Directors11
Information Regarding Committees Of The Board Of Directors12
Audit Committee12
Compensation Committee13
Nominating and Corporate Governance Committee15
Stockholder Communications With The Board Of Directors16
Code Of Ethics16
Corporate Governance Guidelines16
Hedging Policy16
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM17
Principal Accountant Fees And Services17
Pre-Approval Policies And Procedures17
EXECUTIVE OFFICERS19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT21
Delinquent Section 16(A) Reports23
Report of the Audit Committee of the Board of Directors24
EXECUTIVE COMPENSATION25
Summary Compensation Table25
Director Compensation31
Equity Compensation Plan Information32
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION34
Related Person Transactions Policy And Procedures34
Certain Related Person Transactions34
HOUSEHOLDING OF PROXY MATERIALS36
OTHER MATTERS36
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.