ORIC Pharmaceuticals (ORIC) shareholders back updated equity plan and annual say-on-pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
ORIC Pharmaceuticals, Inc. reported results of its annual stockholder meeting and an update to its 2020 Equity Incentive Plan. Stockholders approved an amended and restated plan that changes how many shares can be added each year and clarifies limits on incentive stock options.
The plan’s annual “evergreen” increase was reduced from 5% to 4% of outstanding common shares while removing a prior 2,656,500-share annual cap, and it now caps shares issuable via incentive stock options at 10,000,000, subject to the overall share reserve. The amended plan also eliminates the administrator’s ability to run exchange or repricing programs for outstanding awards or allow transfers of awards to third parties.
At the meeting, held on June 18, 2026, stockholders elected two Class III directors, ratified KPMG LLP as auditor for the year ending December 31, 2026, approved executive compensation on an advisory basis, and chose to hold future advisory votes on executive pay every year. Of 103,517,562 shares outstanding as of April 20, 2026, 94,571,281 were represented, reflecting 91.36% participation.
Positive
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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: 103,517,562 shares
Shares represented at meeting: 94,571,281 shares
Evergreen increase rate: 4% of outstanding shares
+5 more
8 metrics
Shares outstanding
103,517,562 shares
Common stock outstanding as of April 20, 2026 (record date)
Shares represented at meeting
94,571,281 shares
Shares present or by proxy at June 18, 2026 annual meeting (91.36%)
Evergreen increase rate
4% of outstanding shares
New annual evergreen increase in amended 2020 Equity Incentive Plan
Prior evergreen share cap
2,656,500 shares
Removed annual limit in amended 2020 Equity Incentive Plan
ISO share limit
10,000,000 shares
Maximum shares issuable via incentive stock options under the plan
Votes for equity plan
61,228,918 votes
Votes in favor of amended and restated 2020 Equity Incentive Plan
Votes for auditor ratification
94,536,096 votes
Votes for ratifying KPMG LLP as auditor for year ending Dec 31, 2026
Votes for annual say-on-pay frequency
89,392,979 votes
Votes favoring one-year frequency for advisory say-on-pay votes
Key Terms
evergreen provision, incentive stock options, broker non-votes, advisory (non-binding) basis, +1 more
5 terms
evergreen provision financial
"amending the annual “evergreen” provision to remove the annual limit of 2,656,500 shares while reducing the annual increase from 5% to 4%"
An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.
incentive stock options financial
"the maximum number of shares of common stock that can be issued pursuant to the exercise of incentive stock options under the plan is 10,000,000"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
broker non-votes financial
"The tabulation of votes on this matter was as follows ... 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.
advisory (non-binding) basis financial
"The Company’s stockholders approved, on an advisory (non-binding) basis, executive compensation."
equity incentive plan financial
"ORIC Pharmaceuticals, Inc. 2020 Equity Incentive Plan, as Amended and Restated"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
FAQ
What change did ORIC (ORIC) make to its 2020 Equity Incentive Plan?
ORIC’s stockholders approved an amended and restated 2020 Equity Incentive Plan that adjusts the annual share “evergreen” formula and clarifies option limits. The plan also removes the administrator’s ability to run award exchange, transfer, or repricing programs for outstanding equity awards.
How does the new evergreen provision work in ORIC’s equity plan?
The amended plan reduces the annual “evergreen” increase from 5% to 4% of outstanding common stock and removes a 2,656,500-share annual cap. This means annual share additions are now tied solely to 4% of shares outstanding, subject to the plan’s overall reserve limit.
What is the new limit on incentive stock options under ORIC’s plan?
Subject to adjustment provisions and the plan’s overall share reserve, the maximum number of shares issuable through incentive stock options is 10,000,000. This figure defines the ceiling for tax-qualified option grants that can be made under ORIC’s amended and restated 2020 Equity Incentive Plan.
What other items did ORIC stockholders approve at the 2026 annual meeting?
Shareholders elected two Class III directors, ratified KPMG LLP as independent auditor for the year ending December 31, 2026, approved executive compensation on an advisory basis, and voted to hold future advisory say-on-pay votes every one year, aligning with the board’s recommendation.