akba-20260617
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
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 17, 2026
_____________________
AKEBIA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
_____________________
| Delaware | 001-36352 | 20-8756903 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
245 First Street Cambridge, Massachusetts | 02142 | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (617) 871-2098
N/A
(Former name or former address, if changed since last report)
_____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.00001 per share | AKBA | The Nasdaq Capital Market | ||||||||||||
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).
| Emerging growth company | ☐ | ||||
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 5.07 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 | ||||||||||||
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 22, 2026 | By: | /s/ John P. Butler | ||||||
| Name: John P. Butler | ||||||||
| Title: President and Chief Executive Officer | ||||||||