Kyverna Therapeutics (KYTX) shareholders elect directors and ratify BDO as 2026 auditor

Rhea-AI Filing Summary

Kyverna Therapeutics, Inc. reported results from its 2026 annual stockholder meeting. Of 60,530,293 common shares outstanding as of March 30, 2026, 43,987,007 shares were represented, about 73% of shares entitled to vote, which was sufficient to constitute a quorum.

Stockholders elected Class II directors Ian Clark and Christi Shaw to serve until the 2029 annual meeting or until their successors are elected and qualified. Clark received 31,505,902 votes for and 3,255,231 votes withheld, while Shaw received 34,528,865 votes for and 232,268 votes withheld, with 9,225,874 broker non-votes on each nominee.

Stockholders also ratified the Audit Committee’s appointment of BDO USA, P.C. as the independent registered public accounting firm and independent auditor for the year ending December 31, 2026, with 43,830,300 votes for, 80,223 votes against, and 76,484 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Shares outstanding: 60,530,293 shares Shares represented at meeting: 43,987,007 shares Votes for Ian Clark: 31,505,902 votes +5 more

8 metrics

Shares outstanding 60,530,293 shares Common stock outstanding and entitled to vote as of March 30, 2026

Shares represented at meeting 43,987,007 shares Shares present virtually or by proxy at 2026 annual meeting (about 73%)

Votes for Ian Clark 31,505,902 votes Election as Class II director at 2026 annual meeting

Votes for Christi Shaw 34,528,865 votes Election as Class II director at 2026 annual meeting

Broker non-votes on directors 9,225,874 votes Broker non-votes recorded on each Class II director nominee

Votes for BDO USA, P.C. 43,830,300 votes Ratification as independent registered public accounting firm for 2026

Votes against auditor 80,223 votes Votes against ratifying BDO USA, P.C. for year ending December 31, 2026

Abstentions on auditor 76,484 votes Abstentions on ratification of BDO USA, P.C. as auditor

Key Terms

quorum, broker non-votes, independent registered public accounting firm, Annual Meeting of Stockholders, +2 more

6 terms

quorum financial

"constituting approximately 73% of the outstanding shares entitled to vote and constituting a quorum for the transaction of business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"Director Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes"

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

"BDO USA, P.C., as the independent registered public accounting firm and independent auditor of the Company for the year ending December 31, 2026"

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.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Audit Committee financial

"To ratify the appointment by the Audit Committee of the Company’s Board of Directors of BDO USA, P.C."

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.

Emerging growth company financial

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."

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 →

0001994702false00019947022026-05-272026-05-27

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): May 27, 2026

Kyverna Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41947	83-1365441
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
5980 Horton St., Suite 200
Emeryville, California				94608
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 925-2492

(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, par value $0.00001 per share		KYTX		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 5.07 Submission of Matters to a Vote of Security Holders.

On May 27, 2026, Kyverna Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 60,530,293 shares of the Company’s common stock outstanding as of March 30, 2026, the record date for the Annual Meeting, 43,987,007 shares were represented at the Annual Meeting virtually or by proxy, constituting approximately 73% of the outstanding shares entitled to vote and constituting a quorum for the transaction of business.

At the Annual Meeting, the Company’s stockholders considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2026.

Set forth below is a brief description of each proposal voted upon at the Annual Meeting and the voting results with respect to each proposal.

Proposal No. 1. To elect two Class II directors to hold office until the Company’s 2029 annual meeting of stockholders or until their successors are elected and qualified:

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Ian Clark		31,505,902		3,255,231		9,225,874
Christi Shaw		34,528,865		232,268		9,225,874

As a result, the Company’s stockholders voted to elect Ian Clark and Christi Shaw as Class II directors to serve until the Company’s 2029 annual meeting of stockholders or until his or her respective successor is duly elected and qualified.

Proposal No. 2. To ratify the appointment by the Audit Committee of the Company’s Board of Directors of BDO USA, P.C., as the independent registered public accounting firm and independent auditor of the Company for the year ending December 31, 2026:

Votes For		Votes Against		Abstentions
43,830,300		80,223		76,484

As a result, the Company’s stockholders voted to ratify the appointment of BDO USA, P.C., as the independent registered public accounting firm and independent auditor of the Company for the year ending December 31, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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.

			KYVERNA THERAPEUTICS, INC.
Date:	June 2, 2026	By:	/s/ Gregory Martini
			Gregory Martini Chief Financial Officer

FAQ

What was the shareholder turnout at Kyverna Therapeutics (KYTX) 2026 annual meeting?

Kyverna Therapeutics had about 73% shareholder participation at its 2026 annual meeting, with 43,987,007 shares represented out of 60,530,293 outstanding. This level of turnout was sufficient to establish a quorum and allow voting on director elections and auditor ratification.

Who was elected as Class II directors at Kyverna Therapeutics (KYTX) 2026 annual meeting?

Stockholders elected Ian Clark and Christi Shaw as Class II directors at the 2026 annual meeting. Clark received 31,505,902 votes for and 3,255,231 withheld, while Shaw received 34,528,865 votes for and 232,268 withheld, with 9,225,874 broker non-votes on each nominee.

How did Kyverna Therapeutics (KYTX) shareholders vote on auditor ratification for 2026?

Shareholders ratified BDO USA, P.C. as Kyverna’s independent registered public accounting firm and independent auditor for 2026. The vote totaled 43,830,300 shares for, 80,223 shares against, and 76,484 abstentions, indicating strong support for the Audit Committee’s auditor selection.

How many Kyverna Therapeutics (KYTX) shares were entitled to vote at the 2026 meeting?

A total of 60,530,293 shares of Kyverna Therapeutics common stock were outstanding and entitled to vote as of March 30, 2026, the record date. Of these, 43,987,007 shares were represented virtually or by proxy at the annual meeting, meeting quorum requirements.

What is the term length for the newly elected Kyverna Therapeutics (KYTX) Class II directors?

The newly elected Class II directors, Ian Clark and Christi Shaw, will serve until Kyverna Therapeutics’ 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified. This aligns with the company’s classified board structure and director term arrangements.

Filing Exhibits & Attachments

1 document

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