Acumen Pharmaceuticals, Inc.
For the period ended Jun 4, 2025. Filed Apr 23, 2025.
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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, 2025 · Filed Apr 23, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting 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):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
1210-1220 Washington Street
Suite 210
Newton, Massachusetts
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 4, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Acumen Pharmaceuticals, Inc., a Delaware corporation (the “Company”). The meeting will be held on Wednesday, June 4, 2025 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:
To elect three Class I directors, Kimberlee C. Drapkin, Jeffrey Ives, Ph.D. and Sean Stalfort, to the Board of Directors, each to hold office until the 2028 Annual Meeting of Stockholders and until his or her successor shall have been duly elected and qualified.
To ratify the appointment 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, 2025.
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 for our Annual Meeting (the “Proxy Statement”) accompanying this notice.
We have elected to provide Internet access to our proxy materials, which include 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 the Annual Meeting materials.
On or about April 23, 2025, 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 (the “2024 Annual Report”) to our stockholders. 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 2024 Annual Report can be accessed directly atwww.proxydocs.com/ABOS.
The record date for the Annual Meeting is April 8, 2025. 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 Wednesday, June 4, 2025 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.
1210-1220 Washington Street
Suite 210
Newton, Massachusetts
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
June 4, 2025
MEETING AGENDA
| Proposals | Page | Voting Standard | Board Recommendation |
|---|---|---|---|
| Election of Directors | 7 | Plurality | For each director nominee |
| Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 | 16 | Majority 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 VOTING | 1 |
|---|---|
| PROPOSAL 1 ELECTION OF DIRECTORS | 7 |
| Class I Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting | 7 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 10 |
| Independence Of The Board Of Directors | 10 |
| Board Leadership Structure | 10 |
| Role Of The Board In Risk Oversight | 10 |
| Meetings Of The Board Of Directors | 10 |
| Information Regarding Committees Of The Board Of Directors | 11 |
| Audit Committee | 11 |
| Compensation Committee | 12 |
| Nominating and Corporate Governance Committee | 13 |
| Stockholder Communications With The Board Of Directors | 15 |
| Code Of Ethics | 15 |
| Corporate Governance Guidelines | 15 |
| Insider Trading Policy; Equity Grants | 15 |
| PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 16 |
| Principal Accountant Fees And Services | 16 |
| Pre-Approval Policies And Procedures | 16 |
| EXECUTIVE OFFICERS | 18 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 |
| Report of the Audit Committee of the Board of Directors | 23 |
| EXECUTIVE COMPENSATION | 24 |
| Summary Compensation Table | 24 |
| Director Compensation | 30 |
| Equity Compensation Plan Information | 32 |
| TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION | 33 |
| Related Person Transactions Policy And Procedures | 33 |
| HOUSEHOLDING OF PROXY MATERIALS | 35 |
| OTHER MATTERS | 35 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.