Nektar Therapeutics (NKTR) holders back plan share boost and auditor at 2026 meeting

Rhea-AI Filing Summary

Nektar Therapeutics reported the results of its annual shareholder meeting held on June 4, 2026. Stockholders elected Howard W. Robin to the board to serve until the 2029 annual meeting, with 13,164,879 votes for, 4,975,288 against, and 286,175 abstentions, plus 4,588,835 broker non-votes.

Shareholders approved an amendment to the Amended and Restated 2017 Performance Incentive Plan to increase the shares of common stock authorized for issuance by 3,000,000 shares, with 13,160,661 votes for and 4,902,925 against. They also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 by 22,591,556 votes for and 118,592 against. A non-binding advisory resolution approving the Company’s executive compensation received 18,154,226 votes for and 161,005 against.

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

Director election for votes: 13,164,879 votes Director election against votes: 4,975,288 votes Incentive plan share increase: 3,000,000 shares +3 more

6 metrics

Director election for votes 13,164,879 votes Votes for Howard W. Robin director election

Director election against votes 4,975,288 votes Votes against Howard W. Robin director election

Incentive plan share increase 3,000,000 shares Additional shares authorized under 2017 Performance Incentive Plan

Incentive plan for votes 13,160,661 votes Votes for increasing 2017 Performance Incentive Plan shares

Auditor ratification for votes 22,591,556 votes Votes for ratifying Ernst & Young LLP for 2026

Say-on-pay for votes 18,154,226 votes Votes for non-binding advisory resolution on executive compensation

Key Terms

Annual Meeting of the Stockholders, Amended and Restated 2017 Performance Incentive Plan, independent registered public accounting firm, non-binding advisory resolution, +1 more

5 terms

Annual Meeting of the Stockholders financial

"At the Annual Meeting of the Stockholders of Nektar Therapeutics..."

Amended and Restated 2017 Performance Incentive Plan financial

"approve an amendment to the Amended and Restated 2017 Performance Incentive Plan..."

independent registered public accounting firm financial

"ratify the selection of Ernst & Young 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.

non-binding advisory resolution financial

"The proposal to approve the non-binding advisory resolution regarding our executive compensation..."

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

broker non-votes financial

"Broker Non-Votes 13,160,661 ... 4,588,835"

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.

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Understanding 8-K Material Events →

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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 5, 2026

NEKTAR THERAPEUTICS

(Exact Name of Registrant as Specified in Charter)

Delaware		0-24006		94-3134940
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

455 Mission Bay Boulevard South

San Francisco, California 94158

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (415) 482-5300

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		NKTR		Nasdaq Capital 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

At the Annual Meeting of the Stockholders of Nektar Therapeutics, a Delaware corporation (the “Company”), held on June 4, 2026 (the “Annual Meeting”), the following actions were taken. The proposals below are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2026.

Proposal 1

The individual listed below was elected, by a majority of the votes cast at the Annual Meeting and entitled to vote on the election of directors, to serve on the board of directors of the Company (the “Board”) until the Company’s 2029 Annual Meeting of Stockholders.

Nominee		For				Against				Abstain				Broker Non-Votes
Howard W. Robin			13,164,879				4,975,288				286,175				4,588,835

In addition to the directors elected above, Jeffrey Ajer, Diana Brainard, Robert Chess, R. Scott Greer and Roy Whitfield continue to serve as directors after the Annual Meeting.

Proposal 2

The proposal to approve an amendment to the Amended and Restated 2017 Performance Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance thereunder by 3,000,000 shares was approved with the following votes.

For		Against		Abstain		Broker Non-Votes
13,160,661		4,902,925		362,756		4,588,835

Proposal 3

The proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved with the following votes.

For		Against		Abstain		Broker Non-Votes
22,591,556		118,592		305,029		0

Proposal 4

The proposal to approve the non-binding advisory resolution regarding our executive compensation was approved with the following votes.

For		Against		Abstain		Broker Non-Votes
18,154,226		161,005		111,111		4,588,835

1

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.

	NEKTAR THERAPEUTICS
Date: June 5, 2026	By:	/s/ Elizabeth Zhang
		Elizabeth Zhang
		Vice President, Legal

2

FAQ

What director was elected at Nektar Therapeutics (NKTR) 2026 annual meeting?

Shareholders elected Howard W. Robin to Nektar Therapeutics’ board. He will serve until the 2029 annual meeting, receiving 13,164,879 votes for, 4,975,288 against, 286,175 abstentions, and 4,588,835 broker non-votes.

Did Nektar Therapeutics (NKTR) approve more shares for its 2017 Performance Incentive Plan?

Yes. Stockholders approved increasing the Amended and Restated 2017 Performance Incentive Plan by 3,000,000 shares of common stock, with 13,160,661 votes for, 4,902,925 against, 362,756 abstentions, and 4,588,835 broker non-votes.

Who is Nektar Therapeutics’ (NKTR) auditor for the year ending December 31, 2026?

Shareholders ratified Ernst & Young LLP as Nektar Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 22,591,556 votes for, 118,592 against, and 305,029 abstentions.

How did Nektar Therapeutics (NKTR) shareholders vote on executive compensation in 2026?

Investors approved a non-binding advisory resolution on executive compensation, with 18,154,226 votes for, 161,005 against, 111,111 abstentions, and 4,588,835 broker non-votes at the 2026 annual meeting.

Which other directors continue to serve on Nektar Therapeutics (NKTR) board after the 2026 meeting?

In addition to Howard W. Robin, directors Jeffrey Ajer, Diana Brainard, Robert Chess, R. Scott Greer, and Roy Whitfield continue to serve on Nektar Therapeutics’ board following the 2026 annual meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB