Akebia Therapeutics Inc

1. 1

   Election of Three Class III Directors

   ManagementBoard: FOR

   Elect three Class III directors (Adrian Adams, Michael Rogers, LeAnne M. Zumwalt) to serve until the 2029 annual meeting.

2. 2

   Approve an Amendment to the Ninth Amended and Restated Certificate of Incorporation

   ManagementBoard: FOR

   Amend certificate to increase total authorized shares from 375,000,000 to 525,000,000 and increase authorized common stock from 350,000,000 to 500,000,000.

   More detail

   The proposal requests stockholder approval to amend the company's Ninth Amended and Restated Certificate of Incorporation to increase authorized shares from 375 million to 525 million in total and raise authorized common shares from 350 million to 500 million. Management seeks this approval to provide greater flexibility for corporate needs — including equity-based compensation, financings, strategic transactions, licensing/collaboration deals and potential acquisitions — without the delay and expense of convening another stockholder vote. The filing discloses that as of March 31, 2026, approximately 321.6 million shares were issued or reserved and only ~28.4 million remained unreserved, implying limited headroom for future grants and financings. The board argues the change is not intended as an anti‑takeover measure and notes that issuance could dilute existing holders and potentially depress share price but is necessary to preserve operational and strategic optionality. The board recommends a FOR vote, citing operational flexibility and the need to support anticipated equity awards, potential financing and strategic transactions, while reserving the right to not proceed even if approved.

3. 3

   Advisory Vote on the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of Akebia’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation disclosed for the company’s named executive officers, reflecting the company's pay‑for‑performance philosophy. Management frames the program as a mix of base salary, annual cash bonus tied entirely to corporate goals, and long‑term equity incentives (options, RSUs, PSUs) to align executives with stockholders and encourage retention. In 2025 the compensation structure included market‑competitive base salaries, a 75% target bonus for the CEO and 45% for other NEOs tied to corporate goals, and significant equity awards, including PSUs tied to stock price hurdles for the CEO. The Board and Compensation Committee emphasize that they considered investor feedback and engaged an independent consultant, and that the advisory vote will be considered in future compensation decisions. The Board recommends a FOR vote given perceived alignment with performance, retention needs, and governance practices, although the vote is non-binding and critics could cite prior say‑on‑pay support levels and dilution from equity grants.

4. 4

   Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding vote to select the frequency (one, two, or three years) of future advisory votes on executive compensation; board recommends one year.

   More detail

   The proposal asks shareholders to indicate whether the advisory 'say‑on‑pay' vote should occur every one, two or three years. Management recommends an annual vote to provide regular stockholder input and align with the company's annual compensation review cycle. The vote is non‑binding and the Board will consider the results in determining the future frequency, with the company committing to re-propose the issue at least once every six years. The Board recommends one year as best governance practice to allow investors to express views frequently and enable the Board to respond promptly to feedback.

5. 5

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2026.

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When is the Akebia Therapeutics Inc 2026 annual meeting?

Akebia Therapeutics Inc (AKBA) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.

What is the record date for the Akebia Therapeutics Inc 2026 meeting?

The record date for the Akebia Therapeutics Inc 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Akebia Therapeutics Inc's 2026 meeting?

The board is presenting 3 director nominees at the Akebia Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Akebia Therapeutics Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Akebia Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.