Ardelyx (NASDAQ: ARDX) shareholders approve equity plan, directors and auditor at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Ardelyx, Inc. reported results of its 2026 Annual Meeting, where stockholders approved all five proposals, including changes to its long-term incentive plan and auditor ratification.
Stockholders elected three Class III directors to serve until the 2029 Annual Meeting. They approved, on a non-binding basis, the company’s Say-On-Pay proposal and selected an annual Say-On-Pay vote, with 141,539,889 votes cast for a one-year frequency.
Investors ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 186,182,340 votes in favor. They also approved the Second Amendment to the Amended and Restated 2014 Equity Incentive Award Plan.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares outstanding: 247,029,387 shares
Shares voted: 189,207,950 shares
Say-On-Pay votes for: 137,617,786 votes
+5 more
8 metrics
Shares outstanding
247,029,387 shares
Common stock outstanding and entitled to vote as of April 22, 2026
Shares voted
189,207,950 shares
Shares represented in person or by proxy at the 2026 Annual Meeting
Say-On-Pay votes for
137,617,786 votes
Non-binding advisory approval of executive compensation
Say-On-Pay votes against
9,413,395 votes
Non-binding advisory proposal on executive compensation
One-year frequency votes
141,539,889 votes
Preference for annual Say-On-Pay vote
Auditor ratification votes for
186,182,340 votes
Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Equity Plan Amendment votes for
77,395,305 votes
Approval of Second Amendment to 2014 Equity Incentive Award Plan
Equity Plan Amendment votes against
69,720,789 votes
Votes opposing the Equity Plan Amendment
Key Terms
Equity Incentive Award Plan, Say-On-Pay, Say-On-Frequency, Broker Non-Votes, +2 more
6 terms
Equity Incentive Award Plan financial
"Second Amendment to the Amended and Restated 2014 Equity Incentive Award Plan"
Say-On-Pay financial
"Approval, on a non-binding, advisory basis, of the Say-On-Pay proposal"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
Say-On-Frequency financial
"Approval, on a non-binding, advisory basis, of the Say-On-Frequency proposal"
Broker Non-Votes financial
"Votes For | Votes Withheld | 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.
independent registered public accounting firm financial
"independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026"
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.
Annual Meeting of Stockholders financial
"At the 2026 Annual Meeting of Stockholders of the Company held on June 16, 2026"
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 16, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (617 ) 675-2739
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 | ||||||||||||
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of the Second Amendment to the Amended and Restated 2014 Equity Incentive Award Plan
On April 16, 2026, the Board of Directors (the “Board”) of Ardelyx, Inc. (the “Company”) approved the second amendment (the “Equity Plan Amendment”) to the Company’s Amended and Restated 2014 Equity Incentive Award Plan.
At the 2026 Annual Meeting of Stockholders of the Company held on June 16, 2026 (the “2026 Annual Meeting”), the stockholders of the Company approved the Equity Plan Amendment. A description of the Equity Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Equity Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 16, 2026, the Company held its 2026 Annual Meeting virtually. Only stockholders of record at the close of business on April 22, 2026, the record date for the 2026 Annual Meeting, were entitled to vote. As of the record date, 247,029,387 shares of the Company’s common stock were outstanding and entitled to vote at the 2026 Annual Meeting. At the 2026 Annual Meeting, 189,207,950 shares of the Company’s common stock were voted in person or by proxy for the five proposals set forth below, each of which is described in the Proxy Statement.
Proposal No. 1 - Election of Directors
The Company’s stockholders elected the Class III director nominees below to the Company’s Board to hold office until the 2029 Annual Meeting of Stockholders or until their successors are elected.
Class II Director Nominees | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Robert Bazemore | 143,174,322 | 4,616,480 | 41,417,148 | ||||||||
| Muna Bhanji, R.Ph | 121,228,081 | 26,562,721 | 41,417,148 | ||||||||
| Richard Rodgers | 141,495,737 | 6,295,065 | 41,417,148 | ||||||||
Proposal No. 2 - Approval, on a non-binding, advisory basis, of the Say-On-Pay proposal
The Company’s stockholders approved, on a non-binding, advisory basis, the Say-On-Pay proposal.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 137,617,786 | 9,413,395 | 759,621 | 41,417,148 | ||||||||
Proposal No. 3 - Approval, on a non-binding, advisory basis, of the Say-On-Frequency proposal
The Company’s stockholders approved, on a non-binding, advisory basis, the frequency of a Say-On-Pay vote occurring every one (1) year.
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||
| 141,539,889 | 671,451 | 3,426,669 | 2,152,793 | 41,417,148 | ||||||||||
After taking into consideration the foregoing voting results and the Board’s prior recommendation in favor of an annual advisory stockholder vote on the compensation of the Company’s named executive officers, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.
Proposal No. 4 - Ratification of Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment, by the Audit Committee of the Board, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 186,182,340 | 2,012,970 | 1,012,640 | — | ||||||||
Proposal No. 5 - Approval of the Equity Plan Amendment
The Company’s stockholders approved the Equity Plan Amendment.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 77,395,305 | 69,720,789 | 674,708 | 41,417,148 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | Second Amendment to the Ardelyx, Inc. Amended and Restated 2014 Equity Incentive Award Plan. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 17, 2026 | ARDELYX, INC. | |||||||
| By: | /s/ Felecia Ettenberg | |||||||
| Felecia Ettenberg | ||||||||
| Chief Legal Officer | ||||||||
FAQ
Which directors were elected to Ardelyx’s Board at the 2026 Annual Meeting?
Stockholders elected Class III director nominees Robert Bazemore, Muna Bhanji, R.Ph, and Richard Rodgers to the Ardelyx Board. Each will serve until the 2029 Annual Meeting or until a successor is elected, reflecting continued endorsement of the company’s current board composition.