Ardelyx Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ARDX
Biotechnology: Pharmaceutical Preparations
Health Care
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)
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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.
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 | ||||||||
| 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 | ||||||||