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Akebia Therapeutics (NASDAQ: AKBA) investors back share increase and executive pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Akebia Therapeutics’ stockholders held their 2026 annual meeting and approved several corporate matters. They elected three Class III directors – Adrian Adams, Michael Rogers and LeAnne M. Zumwalt – to serve until the 2029 annual meeting. Stockholders also approved a Share Increase Amendment to the certificate of incorporation, raising authorized capital stock from 375,000,000 to 525,000,000 shares and authorized common stock from 350,000,000 to 500,000,000 shares, with 102,504,108 votes for and 88,853,129 against. In advisory votes, stockholders approved named executive officer compensation and recommended that say-on-pay votes occur every year. They also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

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Negative

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Insights

Stockholders backed governance status quo and expanded share capacity.

Stockholders approved increasing authorized capital stock to 525,000,000 shares and common stock to 500,000,000 shares. This does not itself issue new shares but permits the company to use equity more flexibly for financing, incentives, or deals as future decisions are made.

All director nominees were elected and executive pay received advisory approval, indicating broad support for current leadership and compensation practices. The choice of annual say-on-pay votes, alongside ratification of Ernst & Young LLP as auditor for the year ending December 31, 2026, reflects a conventional large‑cap governance pattern.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Authorized capital stock 525,000,000 shares New authorized capital stock after Share Increase Amendment
Authorized common stock 500,000,000 shares New authorized common stock after Share Increase Amendment
Share Increase Amendment votes for 102,504,108 votes Proposal 2 support
Share Increase Amendment votes against 88,853,129 votes Proposal 2 opposition
Say-on-pay votes for 89,838,833 votes Advisory approval of executive compensation
Auditor ratification votes for 173,306,165 votes Ratification of Ernst & Young LLP for 2026
Frequency vote for 1-year say-on-pay 112,927,161 votes Preference for annual advisory vote on pay
Share Increase Amendment regulatory
"from 350,000,000 to 500,000,000 (the “Share Increase Amendment”)."
non-binding advisory regulatory
"stockholders' approved, on a non-binding advisory basis, the compensation"
A non-binding advisory is a formal recommendation or vote that expresses shareholder or stakeholder opinion but does not create a legal obligation for a company to act. It matters to investors because it signals how influential groups view management decisions or policies; markets often react to that signal as if it were binding, even though the company can ignore it. Think of it like a public opinion poll that can pressure leaders but cannot force a change.
independent registered public accounting firm regulatory
"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"Votes For | Votes Against | Votes Abstaining | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
certificate of incorporation regulatory
"amendment to the Company's Ninth Amended and Restated Certificate of Incorporation"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
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Understanding 8-K Material Events →
0001517022FALSE00015170222026-06-172026-06-17

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 ForVotes WithheldBroker
Non-Votes
Adrian Adams102,040,314 41,312,586 48,297,931 
Michael Rogers102,377,117 40,975,783 48,297,931 
LeAnne M. Zumwalt97,926,409 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 ForVotes AgainstVotes Abstaining
102,504,10888,853,129293,594

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 ForVotes AgainstVotes AbstainingBroker Non-Votes
89,838,83351,140,0102,374,05748,297,931


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
112,927,1612,739,58120,605,6887,080,470

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 ForVotes AgainstVotes Abstaining
173,306,16515,754,2732,590,393





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


Source: View Original Filing on SEC EDGAR

FAQ

What major items did Akebia Therapeutics (AKBA) stockholders approve at the 2026 annual meeting?

Stockholders approved increasing authorized capital stock and common stock, elected three Class III directors through 2029, affirmed executive compensation on an advisory basis, set annual say-on-pay votes, and ratified Ernst & Young LLP as auditor for 2026.

How many authorized shares did Akebia Therapeutics (AKBA) approve after the Share Increase Amendment?

Stockholders approved increasing authorized capital stock to 525,000,000 shares and authorized common stock to 500,000,000 shares. This change expands capacity for potential future equity issuances but does not itself issue or sell any additional shares.

How did Akebia Therapeutics (AKBA) stockholders vote on the Share Increase Amendment?

The Share Increase Amendment received 102,504,108 votes for, 88,853,129 votes against, and 293,594 abstentions. This approval allowed amendments to the certificate of incorporation to expand authorized capital stock and authorized common stock levels.

Did Akebia Therapeutics (AKBA) stockholders approve executive compensation in 2026?

Yes, stockholders approved, on a non-binding advisory basis, compensation for named executive officers with 89,838,833 votes for, 51,140,010 against, and 2,374,057 abstentions, plus 48,297,931 broker non-votes, signaling overall support for the current pay structure.

How often will Akebia Therapeutics (AKBA) hold future say-on-pay votes?

Stockholders recommended annual advisory votes on executive compensation, with 112,927,161 votes favoring every 1 year. The board intends to hold these votes annually until the next required frequency vote, which must occur at least once every six years.

Which auditor did Akebia Therapeutics (AKBA) stockholders ratify for the 2026 fiscal year?

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 173,306,165 votes for, 15,754,273 against, and 2,590,393 abstentions, confirming continued engagement of the same firm.

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