Akero Therapeutics (AKRO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 10, 2025, are eligible to vote on the proposals.

• The board recommends voting in favor of all proposals, including the election of two Class III directors, ratification of Deloitte & Touche LLP as auditor, and approval of executive compensation.

Voting matters and shareholder proposals

• Proposal 1: Election of Judy Chou, Ph.D., and Tomas Heyman as Class III directors for a three-year term ending in 2028.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2025.

• Proposal 3: Non-binding advisory vote to approve named executive officer compensation (say-on-pay).

• Shareholders may submit proposals for the 2026 annual meeting by December 29, 2025, and must follow specific advance notice procedures for nominations.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; current board consists of eight members.

• All directors except the CEO are considered independent under Nasdaq and SEC rules.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.

• The board chair is independent and separate from the CEO role.

• Director compensation includes cash retainers and annual stock option grants.