Kalaris Therapeutics (KLRS) holders elect board, choose annual say-on-pay

Rhea-AI Filing Summary

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.

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

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

Key Terms

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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false 0001754068 0001754068 2026-06-03 2026-06-03

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.

1. 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

2. 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

3. 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.

4. 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.

				KALARIS THERAPEUTICS, INC.
Date: June 4, 2026				By:		/s/ Andrew Oxtoby
				Name:		Andrew Oxtoby
				Title:		Chief Executive Officer

FAQ

What did KLRS stockholders decide at the 2026 Annual Meeting?

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.

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

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.

How did KLRS stockholders vote on executive compensation in 2026?

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.

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

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.

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

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.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB