[8-K] FATE THERAPEUTICS INC Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Fate Therapeutics, Inc. reported results of its Annual Meeting of Stockholders held on June 12, 2026. Stockholders approved a third amendment and restatement of the company’s 2022 Stock Option and Incentive Plan, increasing the maximum number of shares available under the plan by an additional 7,000,000 shares.
All three Class I director nominees were elected to serve until the 2029 annual meeting or until successors are elected and qualified. Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved on a non-binding advisory basis the compensation of the named executive officers as described in the company’s proxy statement.
A total of 116,281,693 shares of common stock were entitled to vote as of the record date, and 87,134,422 shares were present or represented by proxy at the meeting, so all proposals received sufficient support to pass.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Plan share increase: 7,000,000 shares
Shares entitled to vote: 116,281,693 shares
Shares represented at meeting: 87,134,422 shares
+3 more
6 metrics
Plan share increase
7,000,000 shares
Additional shares added to 2022 Stock Option and Incentive Plan
Shares entitled to vote
116,281,693 shares
Common stock entitled to vote as of April 15, 2026 record date
Shares represented at meeting
87,134,422 shares
Common stock present or represented by proxy at 2026 Annual Meeting
Auditor ratification votes for
86,552,927 votes
For ratification of Ernst & Young LLP as auditor for 2026
Say-on-pay votes for
59,168,689 votes
For non-binding advisory vote on executive compensation
Plan amendment votes for
46,645,607 votes
For amendment to increase shares reserved under 2022 A&R Plan
Key Terms
Annual Meeting of Stockholders, non-binding advisory vote, independent registered public accounting firm, broker non-votes, +1 more
5 terms
Annual Meeting of Stockholders financial
"The following proposals were submitted to the Company’s stockholders at the Annual Meeting of Stockholders held on June 12, 2026"
non-binding advisory vote financial
"A non-binding advisory vote to approve the compensation of the Company’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company"
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.
broker non-votes financial
"The number of votes cast for and against and 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.
Stock Option and Incentive Plan financial
"the Company’s 2022 Stock Option and Incentive Plan to increase the number of shares"
FAQ
What did Fate Therapeutics (FATE) stockholders approve at the 2026 annual meeting?
Stockholders approved all proposals, including electing three Class I directors, ratifying Ernst & Young LLP as auditor, approving executive compensation on an advisory basis, and increasing the 2022 stock plan share reserve by 7,000,000 shares.
Which auditors did Fate Therapeutics stockholders ratify for the 2026 fiscal year?
Stockholders ratified Ernst & Young LLP as Fate Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 86,552,927 votes for, 308,582 against, and 272,913 abstentions, and no broker non-votes recorded on this proposal.
How did Fate Therapeutics (FATE) stockholders vote on executive compensation in 2026?
In a non-binding advisory vote, 59,168,689 shares voted for the compensation of the named executive officers, 1,808,669 voted against, and 73,304 abstained, with 26,083,760 broker non-votes, resulting in approval of the company’s executive pay program as disclosed in its proxy statement.
Were Fate Therapeutics’ Class I director nominees elected at the 2026 annual meeting?
Yes. Each Class I director nominee received a majority of votes cast, with Laura J. Hamill receiving 60,850,004 votes for, 200,658 withheld, and 26,083,760 broker non-votes, securing election to serve until the 2029 annual meeting or until a successor is elected and qualified.