Bicara Therapeutics (BCAX) shareholders elect directors and ratify KPMG at 2026 meeting

Rhea-AI Filing Summary

Bicara Therapeutics Inc. held its 2026 annual meeting of stockholders on June 9, 2026. Of 65,600,370 common shares outstanding as of the record date, 55,924,987 shares, or about 85.25%, were present or represented.

Stockholders elected Christopher Bowden, M.D., and Carolyn Ng, Ph.D., as Class II directors to serve until the 2029 annual meeting, with each receiving substantially more votes for than withheld. Stockholders also ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

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

1 item

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

Shares outstanding: 65,600,370 shares Shares present or represented: 55,924,987 shares Support for Bowden: 48,558,710 votes for +3 more

6 metrics

Shares outstanding 65,600,370 shares Common stock outstanding as of the record date

Shares present or represented 55,924,987 shares Shares represented at the 2026 annual meeting (about 85.25%)

Support for Bowden 48,558,710 votes for Election of Christopher Bowden, M.D., as Class II director

Support for Ng 47,431,269 votes for Election of Carolyn Ng, Ph.D., as Class II director

Auditor ratification for votes 55,914,602 votes for Ratification of KPMG LLP as independent registered public accounting firm

Auditor ratification against 8,815 votes against Ratification of KPMG LLP for fiscal year ending December 31, 2026

Key Terms

annual meeting of stockholders, broker non-votes, independent registered public accounting firm, ratified the appointment, +1 more

5 terms

annual meeting of stockholders financial

"held its 2026 annual meeting of stockholders (the “Annual Meeting”)."

broker non-votes financial

"Christopher Bowden, M.D. | 48,558,710 | 5,145,418 | 2,220,859"

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.

independent registered public accounting firm financial

"ratified the appointment of KPMG 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.

ratified the appointment financial

"The Company’s stockholders ratified the appointment of KPMG LLP"

emerging growth company regulatory

"Emerging growth company o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

FALSE000202365800020236582026-06-092026-06-09

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

___________________________________

Bicara Therapeutics Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-42271 (Commission File Number)			83-2903745 (I.R.S. Employer Identification Number)
116 Huntington Avenue, Suite 703 Boston, MA 02116
(Address of principal executive offices and zip code)
(617) 468-4219
(Registrant's telephone number, including area code)

___________________________________

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:

☐			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 registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.0001 par value			BCAX			The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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. o

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

On June 9, 2026, Bicara Therapeutics Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered two proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026. Of the 65,600,370 shares of the Company’s common stock outstanding as of the record date, 55,924,987 shares, or approximately 85.25%, were present or represented at the Annual Meeting. Set forth below are the final results of the matters submitted for a vote of the stockholders at the Annual Meeting.

Proposal 1: Election of Directors

The Company’s stockholders elected each of the following individuals to serve as class II directors for a three-year term ending at the Company’s 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal, with the votes cast as follows:

Director						Votes For						Votes Withheld						Broker Non-Votes
Christopher Bowden, M.D.						48,558,710						5,145,418						2,220,859
Carolyn Ng, Ph.D.						47,431,269						6,272,859						2,220,859

Proposal 2: Ratification of KPMG LLP

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with the votes cast as follows:

						Votes For						Votes Against						Votes Abstaining
Ratification of appointment of KPMG LLP						55,914,602						8,815						1,570

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

SIGNATURE

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

									Bicara Therapeutics Inc.
Date: June 10, 2026						By:			/s/ Claire Mazumdar
						Name:			Claire Mazumdar, Ph.D.
						Title:			Chief Executive Officer

FAQ

What did Bicara Therapeutics (BCAX) stockholders vote on at the 2026 annual meeting?

Stockholders voted on two proposals: electing two Class II directors and ratifying KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Both proposals received sufficient support to be approved.

What was the shareholder turnout for Bicara Therapeutics (BCAX) 2026 annual meeting?

Turnout was high, with 55,924,987 shares present or represented out of 65,600,370 shares outstanding as of the record date. This represents approximately 85.25% of eligible common shares participating in the voting process at the annual meeting.

Which directors were elected at Bicara Therapeutics (BCAX) 2026 annual meeting?

Stockholders elected Christopher Bowden, M.D., and Carolyn Ng, Ph.D., as Class II directors. They will serve three-year terms ending at the 2029 annual meeting, continuing until their successors are duly elected and qualified or until earlier departure events.

How did stockholders vote on the director elections at Bicara Therapeutics (BCAX)?

Christopher Bowden, M.D., received 48,558,710 votes for and 5,145,418 withheld, with 2,220,859 broker non-votes. Carolyn Ng, Ph.D., received 47,431,269 votes for and 6,272,859 withheld, plus the same 2,220,859 broker non-votes, indicating both candidates were elected.

Did Bicara Therapeutics (BCAX) stockholders ratify KPMG LLP as auditor for 2026?

Yes. Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 55,914,602 votes for, 8,815 votes against, and 1,570 abstentions recorded on this proposal.

Were any other matters voted on at Bicara Therapeutics (BCAX) 2026 annual meeting?

No. Only two matters were submitted: election of two Class II directors and ratification of KPMG LLP as independent registered public accounting firm. The company states that no other matters were submitted to or voted on by stockholders at the meeting.

Filing Exhibits & Attachments

3 documents

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