Akebia Therapeutics, Inc. 10-Q

Item 5. Other Information. 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. Pursuant to the retention and separation agreements as amended on November 2, 2022, each of Mr. Dahan and Ms. 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. On May 3, 2023, the Compensation Committee of the Board of Directors of the Company approved amendments to Mr. Dahan’s and Ms. Hadas’s separation agreements to, among other things, extend the termination effective date for Mr. Dahan and Ms. Hadas. Specifically, the amendments extend the termination effective date for Mr. Dahan and Ms. 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. The amendments also increase Mr. Dahan’s and Ms. 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. Dahan and from $150,000 to $250,000 in the case of Ms. Hadas. In addition, Mr. Dahan and Ms. 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. 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. 92 Item 6. Exhibits. Exhibits 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). 3.2 Certificate of Amendment of Ninth Amended and Restated Certificate of Incorporation of Akebia Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on June 9, 2020). 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). 10.1* Amended and Restated Non-Employee Director Compensation Program, effective April 27 , 2023 . 10.2*# Amendment No. 5 to Master Manufacturing Services and Supply Agreement, dated February 28, 2023, by and between Keryx Biopharmaceuticals, Inc. and Siegfried Evionnaz SA. 10.3*† 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. 31.2* Certification of Principal Financial Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. 32.1* Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350. 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document) 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed, or submitted electronically, herewith # Indicates portions of the exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K † Indicates management contract or compensatory plan. 93 SIGNATURES 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. Date: May 8, 2023 By: /s/ John P. Butler John P. Butler President and Chief Executive Officer (Principal Executive Officer) Date: May 8, 2023 By: /s/ David A. Spellman David A. Spellman Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) 94