Nkarta (NKTX) investors approve directors, auditor and annual say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nkarta, Inc. held its 2026 annual meeting of stockholders on June 10, 2026. Stockholders elected Class III directors Ali Behbahani and Zachary Scheiner to terms running until the 2029 annual meeting. They also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026.

Stockholders approved, on a non-binding advisory basis, the compensation paid to the company’s named executive officers and voted on how often to hold future say-on-pay votes. Based on the vote, the company will hold advisory executive compensation votes every year until the next required frequency vote.

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 Behbahani: 32,285,680 votes Votes for Scheiner: 37,313,469 votes Auditor ratification for: 53,684,352 votes +4 more

7 metrics

Votes for Behbahani 32,285,680 votes Election of Ali Behbahani as Class III director

Votes for Scheiner 37,313,469 votes Election of Zachary Scheiner as Class III director

Auditor ratification for 53,684,352 votes Ratification of Ernst & Young LLP for year ending December 31, 2026

Say-on-pay for 43,493,065 votes Advisory approval of named executive officer compensation

Say-on-pay against 3,313,424 votes Advisory approval of named executive officer compensation

Annual frequency support 34,447,256 votes Preference for 1-year frequency of advisory say-on-pay votes

Three-year frequency support 4,565,940 votes Preference for 3-year frequency of advisory say-on-pay votes

Key Terms

broker non-votes, independent registered public accounting firm, non-binding, advisory basis, advisory votes on executive compensation, +1 more

5 terms

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes | --------------------------------------------- 53,684,352 | 76,073 | 19,780 | — |"

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

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm 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.

non-binding, advisory basis financial

"The stockholders approved, on a non- binding, advisory basis, the compensation paid to the Company’s named executive officers."

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

advisory votes on executive compensation financial

"the frequency of future advisory votes on the compensation paid to the Company’s named executive officers."

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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Understanding 8-K Material Events →

06/11/2026 - 04:59 PM

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 10, 2026

Nkarta, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39370	47-4515206
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1150 Veterans Boulevard South San Francisco, CA		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (925) 407-1049

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

     NKTX
 
     Nasdaq Global Select 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.

The 2026 annual meeting of stockholders (the "Annual Meeting") of Nkarta, Inc. (the "Company") was held on June 10, 2026. The results of the voting at the Annual Meeting are set forth below.

Election of Directors. The stockholders elected the following two Class III directors to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified. The voting results were as follows:


	For	Withheld	Broker Non-Votes
Ali Behbahani, M.D., M.B.A.	32,285,680	14,559,531	6,934,994
Zachary Scheiner, Ph.D.	37,313,469	9,531,742	6,934,994

Ratification of Appointment of Ernst & Young LLP. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
53,684,352	76,073	19,780	—

Advisory Approval of the Compensation Paid to the Company’s Named Executive Officers. The stockholders approved, on a non-

binding, advisory basis, the compensation paid to the Company’s named executive officers. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
43,493,065	3,313,424	38,722	6,934,994

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The stockholders voted, on a non-binding, advisory basis, on the frequency of future advisory votes on the compensation paid to the Company’s named executive officers. The voting results were as follows:


1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
34,447,256	21,461	4,565,940	354,355	6,934,994

In light of the voting results and consistent with the recommendation of the Company’s Board of Directors, the Company has determined that it will hold future advisory votes on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.

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.


	Nkarta, Inc.

Date: June 11, 2026	By:	/s/ Bridgette Housley
		Bridgette Housley
		Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What matters did Nkarta (NKTX) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class III directors, ratifying Ernst & Young LLP as independent auditor for 2026, approving executive compensation on an advisory basis, and choosing how frequently to hold future advisory votes on executive pay.

Which directors were elected at Nkarta (NKTX)’s 2026 annual meeting and how long will they serve?

Stockholders elected Ali Behbahani, M.D., M.B.A., and Zachary Scheiner, Ph.D., as Class III directors. They will serve until Nkarta’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified.

Did Nkarta (NKTX) stockholders approve the company’s executive compensation at the 2026 meeting?

Yes. On a non-binding, advisory basis, stockholders approved compensation for Nkarta’s named executive officers, with 43,493,065 votes for, 3,313,424 against, 38,722 abstentions, and 6,934,994 broker non-votes recorded in the advisory say-on-pay proposal.

What auditor did Nkarta (NKTX) stockholders ratify for the year ending December 31, 2026?

Stockholders ratified Ernst & Young LLP as Nkarta’s independent registered public accounting firm for the year ending December 31, 2026, with 53,684,352 votes for, 76,073 against, 19,780 abstentions, and no broker non-votes reported.

How often will Nkarta (NKTX) hold advisory votes on executive compensation going forward?

Stockholders voted on the frequency of future advisory say-on-pay votes, with 34,447,256 votes for one year, 21,461 for two years, 4,565,940 for three years, and 354,355 abstentions. Nkarta determined it will hold these advisory votes every year.

What were the broker non-vote totals in Nkarta (NKTX)’s 2026 stockholder votes?

Broker non-votes totaled 6,934,994 for the director elections, the advisory say-on-pay proposal, and the advisory frequency vote. There were no broker non-votes recorded for the ratification of Ernst & Young LLP as independent registered public accounting firm.

Filing Exhibits & Attachments

1 document