New Atara (NASDAQ: ATRA) director and 2026 shareholder vote outcomes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Atara Biotherapeutics, Inc. reported governance updates from its June 2026 shareholder meeting and a new board appointment. The board named Brian Cherry as a Class I director effective June 11, 2026, and appointed him to the Audit Committee. He will receive an initial grant of 24,000 restricted stock units vesting annually over three years, plus an annual cash retainer of $55,000 under the non‑employee director program.

Stockholders elected two directors to terms running until the 2029 annual meeting, approved on an advisory basis the compensation of named executive officers, and approved an amendment to the 2024 Equity Incentive Plan. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director RSU grant: 24,000 restricted stock units Director cash retainer: $55,000 annual retainer Votes for Nguyen: 3,543,113 votes for +4 more

7 metrics

Director RSU grant 24,000 restricted stock units Initial equity award to Brian Cherry effective June 11, 2026

Director cash retainer $55,000 annual retainer Non-employee director cash retainer starting on Effective Date

Votes for Nguyen 3,543,113 votes for Election of director AnhCo Nguyen Ph.D. at 2026 annual meeting

Votes for Subramanian 2,581,435 votes for Election of director Nachi Subramanian at 2026 annual meeting

Say-on-pay support 3,526,411 votes for Advisory approval of named executive officer compensation

Equity plan amendment support 3,521,021 votes for Approval of amendment to 2024 Equity Incentive Plan

Auditor ratification votes 6,490,311 votes for Ratification of Deloitte & Touche LLP for fiscal year 2026

Key Terms

restricted stock units, Audit Committee, broker non-votes, 2024 Equity Incentive Plan, +1 more

5 terms

restricted stock units financial

"an initial equity award to Mr. Cherry of 24,000 restricted stock units covering shares of the Company’s Common Stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Audit Committee financial

"Mr. Cherry was also appointed to the Audit Committee of the Board."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

broker non-votes financial

"the number of abstentions and broker non-votes with respect to each matter."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

2024 Equity Incentive Plan financial

"The stockholders approved the amendment to the Company’s 2024 Equity Incentive Plan, as disclosed in the Proxy Statement."

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

06/12/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

Atara Biotherapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-36548		46-0920988
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1280 Rancho Conejo Blvd Thousand Oaks, California		91320
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (805) 632-4211

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities pursuant to Section 12 (b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		ATRA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2026, the Board of Directors (the “Board”) of Atara Biotherapeutics, Inc. (the “Company”) appointed Brian Cherry to serve as a member of the Board as a Class I director, effective June 11, 2026 (the “Effective Date”). Mr. Cherry was also appointed to the Audit Committee of the Board.

The Board has determined that Mr. Cherry is independent under the Company’s Corporate Governance Guidelines, applicable U.S. Securities Exchange Commission (“SEC”) requirements and Nasdaq listing standards. There are no arrangements or understandings between Mr. Cherry and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Cherry and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment, on the Effective Date, the Board approved an initial equity award to Mr. Cherry of 24,000 restricted stock units covering shares of the Company’s Common Stock, which will vest on an annual basis over three years, subject to his continuous service as a member of the Board. Mr. Cherry will otherwise participate in the Company’s non-employee director compensation arrangements, which are generally described under the heading “2025 Non-Employee Director Compensation” in the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders as filed with the SEC on April 24, 2026 (the “Proxy Statement”), including an annual cash retainer of $55,000 starting on the Effective Date, with payment pro-rated for any partial period of service. The Company also entered into its standard form of indemnification agreement with Mr. Cherry.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 9, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is described in more detail in the Proxy Statement.

Election of Directors

Nominee	For	Withheld	Broker Non-Votes
AnhCo Nguyen Ph.D.	3,543,113	32,311	2,945,628
Nachi Subramanian	2,581,435	993,989	2,945,628

Each of the two nominees for director was elected to serve until the 2029 annual meeting of stockholders and until their respective successors are elected.

Advisory vote to approve on the compensation of the Company’s named executive officers

For		Against		Abstain		Broker Non-Votes
3,526,411		44,481		4,532		2,945,628

The stockholders approved, on an advisory basis, the compensation awarded to the Company’s named executive officers, as disclosed in the Proxy Statement.

Proposal to approve the first amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 400,000

For		Against		Abstain		Broker Non-Votes
3,521,021		51,327		3,076		2,945,628

The stockholders approved the amendment to the Company’s 2024 Equity Incentive Plan, as disclosed in the Proxy Statement.

Ratification of appointment of independent registered public accounting firm

For		Against		Abstentions
6,490,311		29,237		1,504

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Atara Biotherapeutics, Inc.

	By:	/s/ AnhCo Nguyen Ph.D.
		AnhCo Nguyen Ph.D.
		President and Chief Executive Officer

Date: June 12, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Atara Biotherapeutics (ATRA) announce in this 8-K?

Atara Biotherapeutics appointed Brian Cherry as a Class I director effective June 11, 2026. He also joined the Audit Committee and was determined to be independent under SEC and Nasdaq standards, strengthening the company’s independent board oversight and audit governance structure.

What equity compensation did Atara Biotherapeutics grant to new director Brian Cherry?

Atara granted Brian Cherry 24,000 restricted stock units covering common stock. These RSUs vest annually over three years, subject to his continued board service, and are in addition to standard non‑employee director cash retainers described in the company’s 2026 proxy statement.

How did Atara Biotherapeutics (ATRA) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, compensation for named executive officers. The say‑on‑pay proposal received 3,526,411 votes for, 44,481 against, and 4,532 abstentions, with 2,945,628 broker non‑votes, signaling support for the disclosed pay practices in the 2026 proxy.

What happened to Atara Biotherapeutics’ 2024 Equity Incentive Plan at the 2026 meeting?

Stockholders approved an amendment to Atara’s 2024 Equity Incentive Plan. The proposal received 3,521,021 votes for, 51,327 against, and 3,076 abstentions, with 2,945,628 broker non‑votes, allowing the company to continue granting equity awards under the revised plan terms.

Which auditor did Atara Biotherapeutics stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as Atara Biotherapeutics’ independent registered public accounting firm for the year ending December 31, 2026. The proposal received 6,490,311 votes for, 29,237 against, and 1,504 abstentions, confirming continued engagement of Deloitte as external auditor.

Which directors were elected at Atara Biotherapeutics’ 2026 annual meeting?

Stockholders elected AnhCo Nguyen Ph.D. and Nachi Subramanian as directors. Nguyen received 3,543,113 votes for and 32,311 withheld, while Subramanian received 2,581,435 for and 993,989 withheld, each with 2,945,628 broker non‑votes, to serve until the 2029 annual meeting.

Filing Exhibits & Attachments

3 documents