ARDELYX INC
For the period ended Jun 14, 2024. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 14, 2024 · Filed Apr 29, 2024
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DEF 14A 1 ny20024289x1_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | | | Preliminary Proxy Statement |
|---|---|---|---|
| ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | | | Definitive Proxy Statement |
| ☐ | | | Definitive Additional Materials |
| ☐ | | | Soliciting Material under §240.14a-12 |
Ardelyx, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | | | No fee required | ||
|---|---|---|---|---|---|
| | | | | ||
| ☐ | | | Fee paid previously with preliminary materials | ||
| | | | | ||
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | ||
400 Fifth Avenue, Suite 210, Waltham, MA 02451
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 14, 2024
To the Stockholders of Ardelyx, Inc.:
The 2024 Annual Meeting of Stockholders, or the 2024 Annual Meeting, of Ardelyx, Inc., a Delaware corporation, or the Company, will be held on June 14, 2024 at 8:30 a.m. Eastern Time. The 2024 Annual Meeting will be held entirely online. You will be able to attend the meeting online where you will be able to listen to the meeting live and vote. The 2024 Annual Meeting will be held for the following purposes:
| (1) | To elect two Class I directors to hold office until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified; |
| (2) | To approve the Amended and Restated 2014 Equity Incentive Award Plan; |
| (3) | To approve the Amended and Restated 2014 Employee Stock Purchase Plan; |
| (4) | To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement accompanying this notice pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or Say-on-Pay; |
| (5) | To ratify the selection, by the Audit and Compliance Committee of our board of directors, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024; and |
| (6) | To transact such other business as may properly come before the 2024 Annual Meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned the Company’s common stock at the close of business on April 15, 2024 may vote at the 2024 Annual Meeting or any adjournments that take place.
You are cordially invited to attend the virtual 2024 Annual Meeting online via live audio-only webcast atwww.virtualshareholdermeeting.com/ARDX2024. Whether or not you plan to attend the 2024 Annual Meeting online, please vote as soon as possible. You may vote over the internet or by a toll-free telephone number, or by mailing a complete, signed and dated proxy card or voting instruction card in the envelope provided. Please note that any stockholder attending the 2024 Annual Meeting may vote online at the 2024 Annual Meeting, even if the stockholder has already voted over the internet or by phone or returned a proxy card or voting instruction card by mail.
Our board of directors recommends that you vote “FOR” the election of the director nominees named in Proposal No. 1 of the proxy statement, “FOR” the approval of the Amended and Restated 2014 Equity Incentive Award Plan, as described in Proposal No. 2 of the proxy statement, “FOR” the approval of the Amended and Restated 2014 Employee Stock Purchase Plan, as described in Proposal No. 3 of the proxy statement, “FOR” the approval, on a non-binding, advisory basis, of the Say-on-Pay proposal as described in Proposal No. 4 of the proxy statement and “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024 as described in Proposal No. 5 of the proxy statement.
| | | By Order of the Board of Directors: |
| | | /s/ Elizabeth Grammer |
| | | Elizabeth Grammer, Esq. |
| | | Chief Legal and Administrative Officer |
Waltham, Massachusetts
April 29, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.