Oruka Therapeutics (ORKA) investors approve directors, auditor and executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. reported the results of its annual stockholder meeting held on June 2, 2026. Stockholders elected two Class II directors, Lawrence Klein and Chris Martin, to serve until the 2029 annual meeting. Klein received 43,918,579 shares voted for and 63,593 withheld, while Martin received 43,936,173 shares for and 45,999 withheld, with 1,267,194 broker non-votes.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026, with 45,206,297 shares for, 39,637 against, and 3,432 abstaining. In a non-binding advisory vote, stockholders approved the compensation of named executive officers, with 43,033,967 shares for, 875,114 against, 73,091 abstaining, and 1,267,194 broker non-votes.

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 Lawrence Klein: 43,918,579 shares Votes for Chris Martin: 43,936,173 shares Broker non-votes on director election: 1,267,194 shares +3 more

6 metrics

Votes for Lawrence Klein 43,918,579 shares Election as Class II director at 2026 annual meeting

Votes for Chris Martin 43,936,173 shares Election as Class II director at 2026 annual meeting

Broker non-votes on director election 1,267,194 shares Proposal 1 director election

Votes for auditor ratification 45,206,297 shares Ratification of PricewaterhouseCoopers LLP for 2026

Votes for say-on-pay 43,033,967 shares Non-binding advisory approval of executive compensation

Votes against say-on-pay 875,114 shares Non-binding advisory vote on executive compensation

Key Terms

broker non-votes, independent registered public accounting firm, non-binding, advisory basis, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"There were 1,267,194 broker non-votes for this proposal."

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 PricewaterhouseCoopers LLP as the 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 basis financial

"approved, by non-binding advisory vote, the compensation of our named executive officers"

Annual Meeting of Stockholders financial

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

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Understanding 8-K Material Events →

06/04/2026 - 04:15 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 2, 2026

Oruka Therapeutics, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware		000-22873		36-3855489
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

855 Oak Grove Avenue Suite 100
Menlo Park, California		94025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 606-7910

N/A

(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, $0.001 par value		ORKA		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.

On June 2, 2026, Oruka Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below is a brief description of each matter considered and voted upon at the Annual Meeting, together with the final tally of the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter. A more complete description of each matter is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 17, 2026 (the “Proxy Statement”).

Proposal 1: Election of Directors.

The Company’s stockholders elected each of the two Class II directors proposed by the Company for election, to serve until the 2029 annual meeting of stockholders, and until their successors are elected and have qualified. The tabulation of votes on this matter was as follows:

Director Nominee	Shares Voted For		Shares Withheld
Lawrence Klein		43,918,579		63,593
Chris Martin		43,936,173		45,999

There were 1,267,194 broker non-votes for this proposal.

Proposal 2: Ratification of Independent Auditor Appointment.

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.

Shares voted for:			45,206,297
Shares voted against:			39,637
Shares abstaining			3,432

There were no broker non-votes for this proposal.

Proposal 3: Approval of the Compensation of our Named Executive Officers on a Non-Binding, Advisory Basis.

The Company’s stockholders approved, by non-binding advisory vote, the compensation of our named executive officers as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows:

Shares voted for:			43,033,967
Shares voted against:			875,114
Shares abstaining			73,091

There were 1,267,194 broker non-votes for this proposal.

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.

	Oruka Therapeutics, Inc.
	(Registrant)

Date: June 4, 2026	By:	/s/ Paul Quinlan
		Name:	Paul Quinlan
		Title:	General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Oruka Therapeutics (ORKA) shareholders decide at the 2026 annual meeting?

Shareholders elected two Class II directors, ratified PricewaterhouseCoopers LLP as auditor, and approved executive compensation on a non-binding basis. All three management proposals received strong support based on the reported vote tallies.

Were Oruka Therapeutics (ORKA) director nominees elected at the 2026 meeting?

Yes, both Class II director nominees were elected. Lawrence Klein received 43,918,579 votes for and Chris Martin received 43,936,173 votes for, with relatively small withhold votes and 1,267,194 broker non-votes on the proposal.

Did Oruka Therapeutics (ORKA) shareholders ratify the company’s independent auditor?

Yes, shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote was 45,206,297 shares for, 39,637 against, and 3,432 abstaining, with no broker non-votes reported.

How did Oruka Therapeutics (ORKA) shareholders vote on executive compensation?

Shareholders approved the compensation of named executive officers in a non-binding advisory vote. The results were 43,033,967 shares for, 875,114 against, 73,091 abstaining, and 1,267,194 broker non-votes, indicating broad support for the pay program disclosed in the proxy statement.

What is a broker non-vote in the Oruka Therapeutics (ORKA) voting results?

A broker non-vote occurs when a broker holding shares for a client does not have instructions to vote on a non-routine matter. For Oruka Therapeutics, 1,267,194 broker non-votes were recorded on the director election and say-on-pay proposals.

Filing Exhibits & Attachments

3 documents