Akebia Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AKBA
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 10, 2025
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Registrant’s telephone number, including area code: (617 ) 871-2098
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Akebia Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 10, 2025 (the “Annual Meeting”). The Company’s stockholders approved an amendment to the Company’s 2023 Stock Incentive Plan (the “2023 Plan”) to increase the number of shares of common stock available for issuance thereunder by 18,900,000 shares and to make certain other changes to the 2023 Plan, which amendment had previously been adopted by the Company’s Board of Directors subject to stockholder approval. The description of the 2023 Plan, as amended, contained on pages 21 to 37 of the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 29, 2025, is incorporated herein by reference. A complete copy of the 2023 Plan, as amended, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on June 10, 2025 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.
1.The proposal to elect two Class II directors, John P. Butler and Myles Wolf, M.D., M.M.Sc., to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal was approved as follows:
Director | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
John P. Butler | 130,424,556 | 20,706,403 | 38,964,524 | ||||||||
Myles Wolf, M.D., M.M.Sc. | 119,938,011 | 31,192,948 | 38,964,524 | ||||||||
2. The proposal to approve an amendment to the Company’s 2023 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 18,900,000 shares and to make certain other changes to the plan was approved as follows:
Votes For: | 102,750,481 | ||||
Votes Against: | 48,208,800 | ||||
Abstentions: | 171,678 | ||||
Broker Non-Votes | 38,964,524 | ||||
3. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved as follows:
Votes For: | 110,676,718 | ||||
Votes Against: | 39,006,990 | ||||
Abstentions: | 1,447,251 | ||||
Broker Non-Votes | 38,964,524 | ||||
4. The proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved as follows:
Votes For: | 178,590,132 | ||||
Votes Against: | 8,896,080 | ||||
Abstentions: | 2,609,271 | ||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| AKEBIA THERAPEUTICS, INC. | ||||||||
Date: June 13, 2025 | By: | /s/ John P. Butler | ||||||
| Name: John P. Butler | ||||||||
| Title: President and Chief Executive Officer | ||||||||