Kalaris investors back board, annual pay vote

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What did KLRS stockholders decide at the 2026 Annual Meeting?

Which directors were elected at Kalaris Therapeutics (KLRS) 2026 meeting?

How did KLRS stockholders vote on executive compensation in 2026?

How often will Kalaris Therapeutics (KLRS) hold say-on-pay votes?

Was there another proposal approved at KLRS’s 2026 Annual Meeting?

Kalaris Therapeutics, Inc. held its 2026 Annual Meeting of Stockholders on June 3, 2026.

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8-K

Kalaris Therapeutics, Inc. held its 2026 Annual Meeting of Stockholders on June 3, 2026. Stockholders elected directors Napoleone Ferrara, M.D., David Hallal, and Leone Patterson, with each receiving more than 15.6 million votes in favor and roughly 0.5–0.7 million votes withheld.

Stockholders cast an advisory vote on executive compensation and a separate advisory vote on how often to hold future executive compensation votes. A large majority, with 16,336,117 votes, supported holding this advisory vote every year. After reviewing these results, the Board of Directors plans to conduct future advisory votes on named executive officer pay annually. Another proposal received 19,771,260 votes for, 1,583 against, and 601 abstentions.

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.

Votes for Ferrara: 15,619,403 votes Votes for Hallal: 15,623,189 votes Votes for Patterson: 15,858,093 votes +3 more

6 metrics

Votes for Ferrara 15,619,403 votes Election of director Napoleone Ferrara, M.D.

Votes for Hallal 15,623,189 votes Election of director David Hallal

Votes for Patterson 15,858,093 votes Election of director Leone Patterson

Say-on-pay approval 15,852,844 votes for Advisory vote on executive compensation

Annual frequency votes 16,336,117 votes Support for one-year say-on-pay frequency

Additional proposal support 19,771,260 votes for Other proposal on 2026 Annual Meeting agenda

Annual Meeting of Stockholders, broker non-votes, advisory votes on the compensation of the Company’s named executive officers, emerging growth company

4 terms

Annual Meeting of Stockholders financial

"Kalaris Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on June 3, 2026."

broker non-votes financial

"For | | Against | | Abstain | | Broker Non- Votes 15,852,844 | | 495,763 | | 4,366 | | 3,420,470"

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.

advisory votes on the compensation of the Company’s named executive officers financial

"the Board of Directors of the Company intends to hold future advisory votes on the compensation of the Company’s named executive officers every year."

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company"

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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KLRS stockholders elected three directors, approved advisory resolutions on executive compensation, and supported an additional proposal. Each director received over 15.6 million votes for, and another proposal gained 19,771,260 votes for with minimal opposition.

Stockholders elected Napoleone Ferrara, M.D., David Hallal, and Leone Patterson. Each director received more than 15.6 million votes for and roughly 0.5–0.7 million votes withheld, confirming broad investor support for the company’s board slate.

Stockholders approved an advisory resolution on named executive officer compensation, with 15,852,844 votes for, 495,763 against, 4,366 abstentions, and 3,420,470 broker non-votes. This shows clear, though not unanimous, support for the company’s pay practices.

Stockholders strongly favored an annual say-on-pay vote, with 16,336,117 votes for a one-year frequency. Based on these results, the Board of Directors intends to hold future advisory votes on executive compensation every year rather than less frequently.

Yes. One additional proposal received 19,771,260 votes for, 1,583 against, and 601 abstentions. While the description is not detailed here, the vote totals indicate near-unanimous stockholder support for that item on the meeting agenda.

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Accepted by SEC EDGAR 06/04/2026 - 04:06 PM EDT

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 3, 2026

KALARIS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39409

83-1971007

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Kalaris Therapeutics, Inc.

400 Connell Drive, Suite 5500

Berkeley Heights, New Jersey 07922

(Address of principal executive offices, including zip code)

(650) 249-2727

(Registrant’s telephone number, including area code)

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:

☐	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(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

KLRS

The Nasdaq Global Market

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 5.07

Submission of Matters to a Vote of Security Holders.

Kalaris Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on June 3, 2026. The following is a summary of the matters voted on at that meeting.

The stockholders of the Company elected Napoleone Ferrara, M.D., David Hallal and Leone Patterson as Class III directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified. The results of the stockholders’ vote with respect to such matter were as follows:


	For		Withheld		Broker Non- Votes
Napoleone Ferrara, M.D.		15,619,403		733,571		3,420,470
David Hallal		15,623,189		729,785		3,420,470
Leone Patterson		15,858,093		494,881		3,420,470

The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of the stockholders’ vote, on a non-binding advisory basis, with respect to such matter were as follows:


For	Against	Abstain	Broker Non- Votes
15,852,844	495,763	4,366	3,420,470

The stockholders of the Company recommended, on a non-binding advisory basis, that future advisory votes on the compensation of the Company’s named executive officers be held every year. The results of the stockholders’ vote, on a non-binding advisory basis, with respect to such matter were as follows:

One Year

Two

Years

Three

Years

Abstain

Broker Non-

Votes

16,336,117

875

11,154

4,827

3,420,470

After taking into consideration the foregoing voting results, the Board of Directors of the Company intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.

The stockholders of the Company ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such matter were as follows:


For	Against	Abstain
19,771,260	1,583	601

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 hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

KALARIS THERAPEUTICS, INC.

Date: June 4, 2026

/s/ Andrew Oxtoby

Andrew Oxtoby

Chief Executive Officer

3 documents