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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On and effective November 1, 2021, the Board of Directors (the “Board”) of Akebia Therapeutics, Inc. (the “Company”), upon recommendation from the Nominating and Corporate Governance Committee of the Board, increased the Board’s size from eight to nine directors and elected Ron Frieson as a Class I director. Mr. Frieson’s initial term is scheduled to expire at the Company’s 2024 annual meeting of stockholders and thereafter until his successor has been duly elected and qualified or until his earlier death, resignation or removal. In connection with his election, the Board determined that Mr. Frieson is an “independent director” as that term is defined in Nasdaq Listing Rule 5605(a)(2). There are no arrangements or understandings between Mr. Frieson and any other person regarding his election to the Board and Mr. Frieson does not have a direct or indirect material interest in any related party transaction required to be disclosed under Item 404(a) of Regulation S-K. At the time of the election of Mr. Frieson, the Board had not made a determination regarding any committee assignments for Mr. Frieson.
Mr. Frieson is entitled to receive compensation pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Program (the “Program”) applicable to all of the Company’s non-employee directors. In accordance with the Program, Mr. Frieson is eligible to receive an annual cash retainer of $45,000 for serving on the Board and annual equity grants of (i) an option to purchase 20,100 shares of common stock, par value $0.00001 per share, of the Company (“Common Stock”) and (ii) 13,700 restricted stock units of the Company. In addition, in accordance with the Program, as a new non-employee director, on November 1, 2021, Mr. Frieson was granted an option to purchase 80,200 shares of Common Stock with an exercise price of $3.13 per share, equal to the closing price per share of Common Stock on The Nasdaq Global Market on the date of grant. Mr. Frieson will also have the same right to indemnification by the Company as granted to the Company’s other non-employee directors, and the Company will enter into an indemnification agreement with Mr. Frieson in substantially the same form entered into with the other members of the Company’s Board, a copy of which was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed on March 12, 2018.
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: November 1, 2021||By:|
|Name: John P. Butler |
Title: President and Chief Executive Officer