Ardelyx (ARDX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, to be held virtually, with voting on five key proposals including director elections, executive compensation, auditor ratification, and an equity plan amendment.

• Only stockholders of record as of April 22, 2026, are eligible to vote, with multiple voting methods available including online, phone, mail, and during the meeting.

• The board recommends voting for all proposals, including annual say-on-pay votes and the equity plan amendment.

Voting matters and shareholder proposals

• Election of three Class III directors for terms expiring at the 2029 annual meeting.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Advisory vote on the frequency of say-on-pay votes, with the board recommending every one year.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Approval of an amendment to the 2014 Equity Incentive Award Plan to increase the share reserve by 9,000,000 shares.

Board of directors and corporate governance

• The board consists of eight members, with all but the CEO considered independent.

• The board is classified into three staggered classes, promoting continuity and protection against hostile takeovers.

• Committees (audit, compensation, nominating/governance) are fully independent and conduct regular self-evaluations.

• The chairperson is independent and separate from the CEO role.

• Directors had a 95% average attendance rate in 2025.