Independent
Tenure on this board
7.7 yrs
Also a director at
Talphera Inc (TLPH)
3 nominees · 5 ballot items.
Elect three Class III directors; approve amendment to increase authorized shares of capital stock and common stock; advisory vote to approve named executive officer compensation (say-on-pay); advisory vote on frequency of say-on-pay (one, two, or three years); ratify Ernst & Young LLP as independent registered public accounting firm.
Elect three Class III directors (Adrian Adams, Michael Rogers, LeAnne M. Zumwalt) to serve until the 2029 annual meeting.
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.
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.
Non-binding advisory vote to approve the compensation of Akebia’s named executive officers as disclosed in the proxy statement.
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.
Non-binding vote to select the frequency (one, two, or three years) of future advisory votes on executive compensation; board recommends one year.
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.
Ratify appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 4.3% | 11,614,006 | $16M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 11,166,710 | $16M |
| 3 | BlackRock, Inc. | 3.7% | 9,944,295 | $14M |
| 4 | BlackRock, Inc. | 2.7% | 7,179,487 | $10M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 5,524,408 | $8M |
| 6 | GOLDMAN SACHS GROUP INC | 1.2% | 3,131,853 | $4M |
| 7 | CITIGROUP INC | 1.1% | 2,842,835 | $4M |
| 8 | Qube Research Technologies Ltd | 0.9% | 2,395,215 | $3M |
| 9 | MILLENNIUM MANAGEMENT LLC | 0.9% | 2,384,713 | $3M |
| 10 | BANK OF AMERICA CORP /DE/ | 0.8% | 2,269,239 | $3M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.