Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On November 15, 2018, pursuant to the Agreement and Plan of
Merger dated June 28, 2018, as amended October 1, 2018 (the Merger Agreement), by and among Akebia Therapeutics, Inc., a Delaware corporation (the Company), Alpha Therapeutics Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of the Company (Merger Sub), and Keryx Biopharmaceuticals, Inc., a Delaware corporation (Keryx), the Board of Directors of the Company (the Board) resolved, contingent
upon the consummation of the merger contemplated by the Merger Agreement (the Merger), to increase the Boards size from nine to ten directors and elect Adrian Adams to fill the resulting vacancy and serve as the Boards
Chairperson effective as of, and contingent upon, the consummation of the Merger.
In accordance with the Merger Agreement, Mr. Adams
will serve as a Class III director, whose initial term will be scheduled to expire at the Companys 2020 annual meeting of stockholders. The Board has not yet determined on which Board committees Mr. Adams will serve.
Other than as set forth below, there are no arrangements or understandings with Mr. Adams relating to his appointment as a director, or any
related party transactions between the Company and Mr. Adams that are subject to disclosure under Item 404(a) of Regulation S-K.
In
connection with Mr. Adams service on the Board, Mr. Adams will be entitled to receive compensation pursuant to the Companys Amended and Restated
Non-Employee
Director Compensation Program
(the Program) applicable to all of the Companys
non-employee
directors. In accordance with the Program, Mr. Adams will be eligible for an annual cash retainer of $40,000 for serving on
the Board and an additional annual cash retainer of $35,000 for serving as Chairperson of the Board and, upon commencement of Mr. Adams service on the Board, he will be granted options to purchase 25,000 shares common stock of the
Company. Mr. Adams will also have the same right to indemnification by the Company as granted to the Companys other
non-employee
directors.
On November 15, 2018, pursuant to the Merger Agreement, the Board designated Maxine Gowen, a current director of the Company, to serve as
a member of the Board following the consummation of the Merger. Dr. Gowen will join the other three current directors of the Company previously designated by the Board to serve on the Board of the Company following the consummation of the
Merger, as disclosed in the Companys proxy statement/prospectus relating to the Merger: John P. Butler, Scott A. Canute and Cynthia Smith.
Additional Information and Where to Find It
In connection with the proposed merger, Akebia has filed with the U.S. Securities and Exchange Commission (the SEC) a Registration
Statement on Form
S-4,
which, as amended, includes a final prospectus with respect to the shares of Akebias common stock to be issued in the proposed merger and a definitive joint proxy statement of
Keryx and Akebia with respect to the proposed merger. The Registration Statement was declared effective by the SEC on October 30, 2018, and the definitive joint proxy statement was mailed or otherwise made available to Keryxs and
Akebias respective stockholders on October 31, 2018. BEFORE MAKING ANY VOTING DECISION, KERYXS AND AKEBIAS RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY AND ANY OTHER DOCUMENTS
FILED BY EACH OF AKEBIA AND KERYX WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Investors and stockholders can obtain a free copy of the joint proxy statement/prospectus and other documents containing important information about Akebia and Keryx, once such documents are filed with the SEC, through the website maintained by the
SEC at www.sec.gov. Akebia and Keryx make available free of charge at www.akebia.com (in the Investors section) and www.keryx.com (in the Investors & Media section), respectively, copies of materials they file with,
or furnish to, the SEC.
Participants in the Merger Solicitation
Akebia, Keryx and their respective directors, executive officers and certain employees and other persons may be deemed to be participants in
the solicitation of proxies from the stockholders of Akebia and Keryx in connection with the proposed merger. Information regarding the interests of such individuals in the proposed merger, by security holdings or otherwise, is included in the joint
proxy statement/prospectus relating to the proposed merger that has been filed with the SEC. In addition, security holders may obtain information regarding the names, affiliations and interests of Akebias directors and officers in
Akebias Annual Report on Form
10-K
for the fiscal year ended December 31, 2017, which was filed with the SEC on March 12, 2018, and its definitive proxy statement for the 2018 annual meeting of
stockholders, which was filed with the SEC on April 30, 2018, and information regarding the names, affiliations and interests of Keryxs directors and officers in Keryxs Annual Report on Form
10-K
for the fiscal year ended December 31, 2017, which was filed with the SEC on February 21, 2018, and the Amendment No. 1 on Form
10-K/A,
which was
filed with the SEC on April 30, 2018, and its definitive proxy statement for the 2018 annual meeting of stockholders, which was filed with the SEC on May 31, 2018. To the extent the holdings of Akebia securities by Akebias directors
and executive officers or the holdings of Keryx securities by Keryxs directors and executive officers have changed since the amounts set forth in the joint proxy statement/prospectus, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. These documents (when available) may be obtained free of charge from the SECs website at www.sec.gov, Akebias website at www.akebia.com and Keryxs website at www.keryx.com.
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities.