AKAO 2018 Proxy Statement

ACHAOGEN, INC. 1 Tower Place, Suite 300 South San Francisco, California 94080 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2018 To the Stockholders of Achaogen, Inc.: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (“Annual Meeting”) of Achaogen, Inc., a Delaware corporation (referred to herein as the “Company”, “we” or “our”), will be held on June 5, 2018, at 2:00 p.m. local time, at 1 Tower Place, 1 st Floor, South San Francisco, California 94080 for the following purposes: 1. To elect three directors to hold office until the 2021 annual meeting of stockholders or until their successors are elected; 2. To approve, on an advisory, non-binding basis, the compensation of our named executive officers, as disclosed in the proxy statement accompanying this notice; 3. To indicate, on an advisory, non-binding basis, the frequency with which our stockholders should have an opportunity to provide an advisory approval of our named executive officer compensation; 4. To ratify the selection, by the audit committee of our board of directors, of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2018; and 5. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. The foregoing items of business are more fully described in the Proxy Statement. Only stockholders who owned our common stock at the close of business on April 9, 2018 (the “Record Date”) can vote at this meeting or any adjournments or postponements that take place. We have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, stockholders will not receive paper copies of our proxy materials, unless they specifically request them. We will send a Notice of Internet Availability of Proxy Materials on or about April 18, 2018 to our stockholders of record as of the close of business on the Record Date. We are also providing access to our proxy materials over the Internet beginning on or about April 18, 2018. Electronic delivery of our proxy materials will significantly reduce our printing and mailing costs, and the environmental impact of the proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions for accessing the proxy materials, including the Proxy Statement and our annual report, and provides information on how stockholders may obtain paper copies free of charge. The Notice of Internet Availability of Proxy Materials also provides the date, time and location of the Annual Meeting; the matters to be acted upon at the meeting and the recommendation from our board of directors with regard to each matter; and information on how to attend the meeting. It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting in person. You may vote on the Internet, by telephone or by completing and mailing a proxy card or the form forwarded by your bank, broker or other holder of record. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. Please review the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options.