Akebia Therapeutics, Inc. 8-K

What Happened
Akebia Therapeutics, Inc. (AKBA) filed an 8-K reporting the results of its June 17, 2026 Annual Meeting of Stockholders. Stockholders elected three Class III directors (Adrian Adams, Michael Rogers and LeAnne M. Zumwalt) to serve until the 2029 annual meeting, approved an amendment to increase authorized shares, approved a non-binding say-on-pay, selected annual frequency for future advisory votes on pay, and ratified Ernst & Young LLP as auditor for fiscal 2026. The company filed the Certificate of Amendment to its Certificate of Incorporation on June 18, 2026; the 8-K is signed by CEO John P. Butler on June 22, 2026.

Key Details

• Director elections (Class III, terms to 2029):
  • Adrian Adams: For 102,040,314; Withheld 41,312,586; Broker non-votes 48,297,931
  • Michael Rogers: For 102,377,117; Withheld 40,975,783; Broker non-votes 48,297,931
  • LeAnne M. Zumwalt: For 97,926,409; Withheld 45,426,491; Broker non-votes 48,297,931
• Share Increase Amendment approved (filed June 18, 2026): For 102,504,108; Against 88,853,129; Abstaining 293,594. Amendment increases total authorized shares from 375,000,000 to 525,000,000 and common stock from 350,000,000 to 500,000,000.
• Non-binding advisory vote on executive compensation (Say-on-Pay): For 89,838,833; Against 51,140,010; Abstaining 2,374,057; Broker non-votes 48,297,931.
• Advisory vote on frequency of future say-on-pay votes: Annual preferred — 112,927,161 for every 1 year; 2,739,581 for every 2 years; 20,605,688 for every 3 years; 7,080,470 abstaining. Board intends to hold annual advisory votes on executive compensation.
• Ratification of independent auditor (Ernst & Young LLP) for FY2026: For 173,306,165; Against 15,754,273; Abstaining 2,590,393.

Why It Matters
These outcomes affect corporate governance and the company’s capital structure. The approved Certificate of Amendment legally increases Akebia’s authorized share count (total and common), which permits the company to issue additional shares if and when it chooses. Shareholders expressed support for the board’s executive pay policy in a non-binding vote and clearly favored holding future advisory votes on pay annually; the board will act accordingly. The auditor ratification is a standard governance step confirming continuity of the independent accounting firm for fiscal 2026.