Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2026, Akebia Therapeutics, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") to consider and vote upon the matters listed below. The following is a summary of the matters voted on at the Annual Meeting and the results of the votes on such matters.
Proposal 1: The Company's stockholders elected Adrian Adams, Michael Rogers and LeAnne M. Zumwalt as Class III directors, each to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. The results of the vote on Proposal 1 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Withheld
|
|
Broker
Non-Votes
|
|
Adrian Adams
|
|
102,040,314
|
|
|
41,312,586
|
|
|
48,297,931
|
|
|
Michael Rogers
|
|
102,377,117
|
|
|
40,975,783
|
|
|
48,297,931
|
|
|
LeAnne M. Zumwalt
|
|
97,926,409
|
|
|
45,426,491
|
|
|
48,297,931
|
|
Proposal 2: The Company's stockholders approved an amendment to the Company's Ninth Amended and Restated Certificate of Incorporation to (i) increase the number of authorized shares of capital stock from 375,000,000 to 525,000,000 and (ii) increase the number of authorized shares of common stock, par value $0.00001 per share, from 350,000,000 to 500,000,000 (the "Share Increase Amendment"). The results of the vote on Proposal 2 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
102,504,108
|
|
88,853,129
|
|
293,594
|
The Company filed a Certificate of Amendment to Certificate of Incorporation with the Secretary of State of the State of Delaware on June 18, 2026 to effect the Share Increase Amendment.
Proposal 3: The Company's stockholders' approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. The results of the non-binding advisory vote on Proposal 3 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
Broker Non-Votes
|
|
89,838,833
|
|
51,140,010
|
|
2,374,057
|
|
48,297,931
|
Proposal 4: The Company's stockholders recommended, on a non-binding advisory basis, that future advisory votes on the compensation of the Company's named executive officers be held every year. The results of the non-binding advisory vote on Proposal 4 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes for
Every 1 Year
|
|
Votes for
Every 2 Years
|
|
Votes for
Every 3 Years
|
|
Votes Abstaining
|
|
112,927,161
|
|
2,739,581
|
|
20,605,688
|
|
7,080,470
|
After taking into consideration the results of this vote, and consistent with the prior recommendation of the Company's Board of Directors (the "Board") in favor of an annual stockholder advisory vote on the compensation of the Company's named executive officers, the Board intends to hold an advisory vote on executive compensation on an annual basis, until the next non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers, which is required at least once every six years.
Proposal 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, 2026. The results of the vote on Proposal 5 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
173,306,165
|
|
15,754,273
|
|
2,590,393
|