Other Information.
−Removed: As previously disclosed, on May 9, 2022, in connection with our workforce reduction, we announced certain management transitions, including that we and Michel Dahan, our Chief Operating Officer, agreed that his employment with us would terminate effective January 23, 2023, except in the event of certain specified events when his employment with us would terminate later, but in no event later than July 1, 2023.
−Removed: On November 2, 2022, we and Mr.
−Removed: Dahan agreed to extend the effective date of his termination to May 5, 2023, and, in the event of certain specified events, the effective date of his termination may extend to October 20, 2023.
+Added: As previously disclosed, on May 9, 2022, in connection with our workforce reduction, we entered into a retention and separation agreement with each of Michel Dahan, our Chief Operating Officer, and Nicole Hadas, our Chief Legal Officer.
+Added: Pursuant to the retention and separation agreements as amended on November 2, 2022, each of Mr.
+Added: Dahan and Ms.
+Added: Hadas would separate from the Company effective as of May 5, 2023, or, in the event of certain specified events, the effective date of their separation would extend to October 20, 2023.
+Added: On May 3, 2023, the Compensation Committee of the Board of Directors of the Company approved amendments to Mr.
+Added: Dahan’s and Ms.
+Added: Hadas’s separation agreements to, among other things, extend the termination effective date for Mr.
+Added: Dahan and Ms.
+Added: Specifically, the amendments extend the termination effective date for Mr.
+Added: Dahan and Ms.
+Added: Hadas to July 28, 2023 and, in the event of certain specified events, the effective date of each of their terminations may be extended up to January 26, 2024.
+Added: The amendments also increase Mr.
+Added: Dahan’s and Ms.
+Added: Hadas’s opportunity to earn cash bonuses under our Cash Incentive Plan upon the achieve of certain milestones from $150,000 to $300,000 in the case of Mr.
+Added: Dahan and from $150,000 to $250,000 in the case of Ms.
+Added: In addition, Mr.
+Added: Dahan and Ms.
+Added: Hadas will each receive, on May 12, 2023, an additional restricted stock unit, or RSU, grant for 200,000 shares of common stock and 100,000 shares of common stock, respectively.
+Added: The RSUs will vest as to one third (1/3) of the shares on each of the first, second and third anniversaries of the grant date, subject to the executive officers’ continued service with the Company through each such date, and will accelerate in connection with a change in control of the Company.
3.1 Ninth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 28, 2014).
1 unchanged sentence
(incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on June 9, 2020).
−Removed: 3.3 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on March 28, 2014).
−Removed: 10.1# Second Amendment and Waiver, dated July 15, 2022, by and among the Company, Biopharma Credit plc, BCPR Limited Partnership and Biopharma Credit Investments V (Master) LP (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (001-36352), filed on August 4, 2022).
−Removed: 10.2*# Form of Amendment to Retention and Separation Agreement for Michel Dahan and Nicole R.
+Added: 3.3 Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 28, 2023).
+Added: 10.1* Amended and Restated Non-Employee Director Compensation Program, effective April 27 , 2023 .
+Added: 10.2*# Amendment No.
+Added: 5 to Master Manufacturing Services and Supply Agreement, dated February 28, 2023, by and between Keryx Biopharmaceuticals, Inc.
+Added: and Siegfried Evionnaz SA.
+Added: Form of Stock Appreciation Rights Award Agreement for officers.
31.1* Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
10 unchanged sentences
# Indicates portions of the exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K
+Added: † Indicates management contract or compensatory plan.
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 thereunto duly authorized.
AKEBIA THERAPEUTICS, INC.
−Removed: November 3, 2022
President and Chief Executive Officer (Principal Executive Officer)
−Removed: November 3, 2022
−Removed: Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
−Removed: November 3, 2022
−Removed: /s/ Violetta Cotreau
−Removed: Violetta Cotreau
−Removed: Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
+Added: Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.