Ultragenyx (RARE) investors approve incentive plan, board slate and 2026 auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ultragenyx Pharmaceutical Inc. reported results of its Annual Meeting of Stockholders held on May 14, 2026. As of the record date of March 23, 2026, 98,317,221 shares of common stock were outstanding and entitled to vote, and 84,786,388 shares were represented in person or by proxy.

Stockholders elected Class I directors Emil D. Kakkis, M.D., Ph.D., Shehnaaz Suliman, M.D., and Daniel G. Welch to serve until the 2029 annual meeting. They also approved the Third Amended and Restated 2023 Incentive Plan, with 50,659,150 votes for and 22,888,600 against.

Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. In an advisory, non-binding vote, stockholders approved executive compensation, with 70,945,277 votes for and 2,594,517 against.

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 entitled to vote: 98,317,221 shares Shares represented at meeting: 84,786,388 shares Votes for incentive plan: 50,659,150 votes +4 more

7 metrics

Shares outstanding entitled to vote 98,317,221 shares Common stock outstanding as of March 23, 2026 record date

Shares represented at meeting 84,786,388 shares Common stock present in person or by proxy at May 14, 2026 meeting

Votes for incentive plan 50,659,150 votes Approval of Third A&R 2023 Incentive Plan (Proposal 2)

Votes against incentive plan 22,888,600 votes Opposition to Third A&R 2023 Incentive Plan (Proposal 2)

Auditor ratification for votes 84,551,399 votes For ratification of Ernst & Young LLP as 2026 auditor (Proposal 3)

Say-on-pay for votes 70,945,277 votes Advisory approval of executive compensation (Proposal 4)

Director vote for Emil D. Kakkis 72,517,613 votes Votes for Class I director nominee Emil D. Kakkis, M.D., Ph.D.

Key Terms

Third Amended and Restated 2023 Incentive Plan, broker non-votes, independent registered public accounting firm, advisory (non-binding) vote, +1 more

5 terms

Third Amended and Restated 2023 Incentive Plan financial

"stockholders of Ultragenyx Pharmaceutical Inc. approved the Third Amended and Restated 2023 Incentive Plan"

broker non-votes regulatory

"Votes For 50,659,150, Votes Against 22,888,600, Abstentions 26,748, Broker Non-Votes 11,211,890"

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 regulatory

"ratified the selection of Ernst & Young 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.

advisory (non-binding) vote regulatory

"Advisory (Non-Binding) Vote to Approve Executive Compensation"

Annual Meeting of Stockholders financial

"at its Annual Meeting of Stockholders on May 14, 2026"

Understanding 8-K Material Events →

05/18/2026 - 02:15 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): May 14, 2026

    

Ultragenyx Pharmaceutical Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-36276	27-2546083
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

60 Leveroni Court
Novato, California		94949
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 415 483-8800

    

(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	RARE	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported below, at its Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2026, the stockholders of Ultragenyx Pharmaceutical Inc. (“Ultragenyx” or the “Company”) approved the Third Amended and Restated 2023 Incentive Plan (the “Third A&R 2023 Plan”). The Third A&R 2023 Plan is described in more detail in Ultragenyx’s 2026 Proxy Statement (“Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026.

The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the Third A&R 2023 Plan, a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 14, 2026, the Company held its Annual Meeting. As of the record date of March 23, 2026, 98,317,221 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 84,786,388 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting.

Proposal No. 1 – Election of Class I Directors

At the Annual Meeting, the Company’s stockholders elected the Class I director nominees below to the Company’s Board of Directors to hold office until the 2029 Annual Meeting of Stockholders or until their successors are elected. The votes on Proposal 1 were as follows:


Class I Director Nominees	Votes For	Votes Withheld	Broker Non-Votes
Emil D. Kakkis, M.D., Ph.D.	72,517,613	1,056,885	11,211,890
Shehnaaz Suliman, M.D.	65,801,638	7,772,860	11,211,890
Daniel G. Welch	66,301,426	7,273,072	11,211,890

Proposal No. 2 – Approval of the Third A&R 2023 Plan

At the Annual Meeting, the Company’s stockholders approved the Third A&R 2023 Plan. The votes on Proposal 2 were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
50,659,150	22,888,600	26,748	11,211,890

Proposal No. 3 – Ratification of Selection of Independent Registered Accounting Firm

At the Annual Meeting, the Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026. The votes on Proposal 3 were as follows:


Votes For	Votes Against	Abstentions
84,551,399	221,802	13,187

Proposal No. 4 – Advisory (Non-Binding) Vote to Approve Executive Compensation

At the Annual Meeting, the Company’s stockholders voted, on an advisory basis, in favor of a resolution approving the compensation the Company pays to its “named executive officers” as described in the Proxy Statement. The votes on Proposal 4 were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
70,945,277	2,594,517	34,704	11,211,890

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description
10.1	Third Amended and Restated 2023 Incentive Plan
104	The cover page from the Company’s Current Report on Form 8-K dated May 14, 2026 formatted in Inline XBRL.

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.


			Ultragenyx Pharmaceutical Inc.

Date:	May 18, 2026	By:	/s/ Howard Horn
			Howard Horn Executive Vice President, Chief Financial Officer, Corporate Strategy

Source: View Original Filing on SEC EDGAR

FAQ

What key items did Ultragenyx (RARE) stockholders approve at the 2026 annual meeting?

Ultragenyx stockholders approved the Third Amended and Restated 2023 Incentive Plan, ratified Ernst & Young LLP as auditor for 2026, and supported executive compensation in a non-binding advisory vote, while also electing three Class I directors to serve until the 2029 annual meeting.

How many Ultragenyx (RARE) shares were eligible and represented for voting in 2026?

As of March 23, 2026, 98,317,221 Ultragenyx common shares were outstanding and entitled to vote. At the May 14, 2026 annual meeting, 84,786,388 shares were represented in person or by proxy, providing a substantial base for the election and proposal outcomes disclosed.

What was the voting result on Ultragenyx’s Third Amended and Restated 2023 Incentive Plan?

Stockholders approved Ultragenyx’s Third Amended and Restated 2023 Incentive Plan with 50,659,150 votes for, 22,888,600 against, 26,748 abstentions, and 11,211,890 broker non-votes. This outcome authorizes the continued use of the updated equity incentive framework described in the company’s 2026 proxy statement.

Which directors were elected to Ultragenyx’s Board at the 2026 annual meeting?

Stockholders elected Class I directors Emil D. Kakkis, M.D., Ph.D., Shehnaaz Suliman, M.D., and Daniel G. Welch. Each will serve until the 2029 annual meeting or until a successor is elected, based on majority support from shares represented at the May 14, 2026 meeting.

Who audits Ultragenyx (RARE), and how did shareholders vote on the 2026 auditor ratification?

Shareholders ratified Ernst & Young LLP as Ultragenyx’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 84,551,399 votes for, 221,802 against, and 13,187 abstentions, indicating strong support for the current audit firm.

How did Ultragenyx stockholders vote on executive compensation in 2026?

In the advisory, non-binding vote on executive compensation, Ultragenyx stockholders cast 70,945,277 votes for, 2,594,517 against, 34,704 abstentions, and 11,211,890 broker non-votes. This indicates majority support for the compensation of named executive officers as described in the 2026 proxy statement.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 141.8 KB