[8-K] Ardelyx, Inc. Reports Material Event

Rhea-AI Filing Summary

Ardelyx held its 2025 Annual Meeting of Stockholders on June 18, 2025, where shareholders voted on four key proposals. 187,162,927 shares out of 239,255,212 outstanding shares were represented at the meeting.

Key outcomes include:

• Board Elections: Class II directors David Mott and Michael Raab were elected to serve until 2028, with Raab receiving stronger shareholder support (101.2M vs 93M votes)
• Say-on-Pay: Approved with strong support (131.3M votes in favor)
• Auditor Ratification: Ernst & Young LLP confirmed as independent auditor with overwhelming approval (182.5M votes in favor)
• Equity Plan Amendment: The amendment to the Amended and Restated 2014 Equity Incentive Award Plan passed with moderate support (85M votes for vs 57.4M against)

The meeting demonstrated generally positive shareholder sentiment, though the Equity Plan Amendment faced notable opposition with approximately 40% of voting shares against the proposal.

Positive

• None.

Negative

• Significant shareholder opposition to the Equity Plan Amendment with 40.3% voting against, indicating substantial concerns about potential dilution or compensation practices
• Notable opposition to director David Mott's re-election with 35% of votes withheld, suggesting governance concerns

0001437402false00014374022025-06-182025-06-18

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 18, 2025

ARDELYX, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-36485			26-1303944
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

400 FIFTH AVE., SUITE 210, WALTHAM, MASSACHUSETTS 02451

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (510) 745-1700

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 $0.0001

ARDX

The Nasdaq Global 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.  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 Amendment to the Amended and Restated 2014 Equity Incentive Award Plan

On April 28, 2025, the Board of Directors (the “Board”) of Ardelyx, Inc. (the “Company”) approved the first amendment (the “Equity Plan Amendment”) to the Company’s Amended and Restated 2014 Equity Incentive Award Plan (the “Restated Plan”).

At the 2025 Annual Meeting of Stockholders of the Company held on June 18, 2025 (the “2025 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 30, 2025 (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 18, 2025, the Company held its 2025 Annual Meeting virtually. Only stockholders of record at the close of business on April 21, 2025, the record date for the 2025 Annual Meeting, were entitled to vote. As of the record date, 239,255,212 shares of the Company’s common stock were outstanding and entitled to vote at the 2025 Annual Meeting. At the 2025 Annual Meeting, 187,162,927 shares of the Company’s common stock were voted in person or by proxy for the four 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 II director nominees below to the Company’s Board to hold office until the 2028 Annual Meeting of Stockholders or until their successors are elected.

Class II Director Nominees			Votes For			Votes Withheld			Broker Non-Votes
David Mott			92,980,144			50,072,757			44,110,026
Michael Raab			101,193,605			41,859,296			44,110,026

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
131,263,613			11,095,853			693,435			44,110,026

Proposal No. 3 - Ratification of Selection of Independent Registered Accounting Firm

The Company’s stockholders ratified the selection, 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, 2025.

Votes For			Votes Against			Abstentions			Broker Non-Votes
182,486,952			3,232,406			1,443,569			—

Proposal No. 4 - Approval of the Equity Plan Amendment

The Company’s stockholders approved the Equity Plan Amendment.

Votes For			Votes Against			Abstentions			Broker Non-Votes
85,037,734			57,441,932			573,235			44,110,026

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						First 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).

SIGNATURES

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 18, 2025			ARDELYX, INC.
			By:			/s/ Elizabeth Grammer
						Elizabeth Grammer
						Chief Legal and Administrative Officer

FAQ

What were the voting results for ARDX's director elections in June 2025?

At ARDX's 2025 Annual Meeting, two Class II directors were elected: David Mott received 92,980,144 votes in favor and 50,072,757 votes withheld, while Michael Raab received 101,193,605 votes in favor and 41,859,296 votes withheld. There were 44,110,026 broker non-votes for both candidates.

Did ARDX shareholders approve the Equity Plan Amendment in 2025?

Yes, ARDX shareholders approved the Equity Plan Amendment at the June 18, 2025 Annual Meeting with 85,037,734 votes in favor, 57,441,932 votes against, and 573,235 abstentions. There were 44,110,026 broker non-votes.

What was the outcome of ARDX's Say-on-Pay vote in June 2025?

ARDX shareholders approved the Say-on-Pay proposal on a non-binding, advisory basis with 131,263,613 votes in favor, 11,095,853 votes against, and 693,435 abstentions. There were 44,110,026 broker non-votes.

Who was appointed as ARDX's independent auditor for fiscal year 2025?

Ernst & Young LLP was ratified as ARDX's independent registered public accounting firm for fiscal year 2025, with 182,486,952 votes in favor, 3,232,406 votes against, and 1,443,569 abstentions.

How many ARDX shares were eligible to vote at the June 2025 Annual Meeting?

As of the record date (April 21, 2025), 239,255,212 shares of ARDX's common stock were outstanding and entitled to vote at the 2025 Annual Meeting. Of these, 187,162,927 shares were actually voted in person or by proxy.