AKAO 2018 Proxy Statement

44 Equity Compensation Plan Information The following table provides certain information as of December 31, 2017, with respect to all of our equity compensation plans in effect on that date. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity Compensation Plans Approved by Stockholders (1)(2) 3,925,701 (3) $11.83 (4) 1,125,590 (5) Equity Compensation Plans Not Approved by Stockholders (6) 1,804,129 (7) $11.16 (8) 116,439 Total 5,729,830 $11.63 1,242,029 (1) Includes the Achaogen, Inc. 2014 Equity Incentive Award Plan, 2014 Employee Stock Purchase Plan and Amended and Restated 2003 Stock Plan, as amended. (2) The 2014 Equity Incentive Award Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year beginning in 2015 and ending in 2024, in each case subject to the approval of the compensation committee of our board of directors on or prior to the applicable date, equal to the lesser of (A) four percent (4%) of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our board of directors; provided, however, that no more than 14,545,454 shares of stock may be issued upon the exercise of incentive stock options. The 2014 Employee Stock Purchase Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance under such plan shall be increased on the first day of each year beginning in 2015 and ending in 2024, in each case subject to the approval of the compensation committee of our board of directors on or prior to the applicable date, equal to the lesser of (A) one percent (1%) of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our board of directors; provided, however, no more than 3,181,818 shares of stock may be issued under the 2014 Employee Stock Purchase Plan. (3) Consists of 3,420,440 shares of common stock underlying outstanding options and 505,261 shares of common stock underlying outstanding restricted stock units. (4) Represents the weighted average exercise price of outstanding options and is calculated without taking into account the 505,261 shares of common stock subject to outstanding restricted stock units that become issuable without the payment of a purchase price as those units vest. (5) Includes 274,951 shares that were available for future issuance as of December 31, 2017 under the 2014 Employee Stock Purchase Plan, which allows eligible employees to purchase shares of common stock with accumulated payroll deductions. (6) Represents shares subject to awards that may be granted under the 2014 Employment Commencement Incentive Plan, adopted by our board of directors in December 2014 without the approval of our stockholders in reliance on Nasdaq Listing Rule 5635(c)(4). The material features of this plan are described below under the caption “Material Features of the 2014 Employment Commencement Incentive Plan”. Options are granted at an exercise price not less than the fair market value of our common stock on the date of grant and have a term not to exceed ten years, restricted stock units and restricted stock awards. See also Note 10 to our Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for a description of the material features of the 2014 Employment Commencement Incentive Plan. (7) Consists of 1,418,158 shares of common stock underlying outstanding options and 385,971 shares of common stock underlying outstanding restricted stock units.