Sana Biotechnology (SANA) shareholders elect directors, ratify Ernst & Young LLP

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sana Biotechnology, Inc. reported the results of its 2026 annual meeting of stockholders held on June 4, 2026. Stockholders elected three Class II directors to three-year terms expiring at the 2029 annual meeting. Hans E. Bishop received 117,452,573 votes for and 57,148,432 withheld, Robert Nelsen received 160,384,193 votes for and 14,216,812 withheld, and Alise S. Reicin, M.D. received 149,865,546 votes for and 24,735,459 withheld, with 30,606,441 broker non-votes recorded for each nominee.

Stockholders also ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 203,932,500 votes for, 831,419 against, and 443,527 abstentions.

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 Hans E. Bishop: 117,452,573 votes Votes for Robert Nelsen: 160,384,193 votes Votes for Alise S. Reicin, M.D.: 149,865,546 votes +4 more

7 metrics

Votes for Hans E. Bishop 117,452,573 votes Director election at 2026 annual meeting

Votes for Robert Nelsen 160,384,193 votes Director election at 2026 annual meeting

Votes for Alise S. Reicin, M.D. 149,865,546 votes Director election at 2026 annual meeting

Broker non-votes per nominee 30,606,441 votes Each Class II director election

Votes for Ernst & Young LLP 203,932,500 votes Auditor ratification for fiscal year ending Dec. 31, 2026

Votes against Ernst & Young LLP 831,419 votes Auditor ratification proposal

Abstentions on auditor ratification 443,527 votes Auditor ratification proposal

Key Terms

broker non-votes, independent registered public accounting firm, Annual Meeting, emerging growth company

4 terms

broker non-votes financial

"Broker Non-Votes Hans E. Bishop | | 117,452,573 | | 57,148,432 | | 30,606,441"

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"

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.

Annual Meeting financial

"held its 2026 annual meeting of stockholders (the “Annual Meeting”) on June 4, 2026"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders"

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 →

06/05/2026 - 04:05 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 4, 2026

SANA BIOTECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-39941	83-1381173
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

188 East Blaine Street, Suite 350

Seattle, Washington 98102

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (206) 701-7914

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	SANA	The Nasdaq Stock Market LLC

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.

Sana Biotechnology, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on June 4, 2026. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026.

Proposal 1: The Company’s stockholders elected all the nominees to serve as Class II directors of the Company’s Board of Directors, each to serve for a three-year term expiring at the Company’s 2029 annual meeting of stockholders or until his or her respective successor is duly elected and qualified, by the votes set forth in the table below:


Nominees	For	Withheld	Broker Non-Votes
Hans E. Bishop	117,452,573	57,148,432	30,606,441
Robert Nelsen	160,384,193	14,216,812	30,606,441
Alise S. Reicin, M.D.	149,865,546	24,735,459	30,606,441

Proposal 2: The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the votes set forth in the table below:


For	Against	Abstain
203,932,500	831,419	443,527

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.


	Sana Biotechnology, Inc.

Date: June 5, 2026	By:	/s/ Aaron M. Grossman
		Aaron M. Grossman
		Executive Vice President, Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Sana Biotechnology (SANA) stockholders vote on at the 2026 annual meeting?

Stockholders elected three Class II directors and ratified Ernst & Young LLP as auditor for 2026. These proposals covered board composition and the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Who was elected as a Class II director of Sana Biotechnology (SANA) in 2026?

Hans E. Bishop, Robert Nelsen, and Alise S. Reicin, M.D. were elected as Class II directors. Each will serve a three-year term expiring at the 2029 annual meeting or until a successor is duly elected and qualified.

How many votes did Sana Biotechnology (SANA) director nominees receive?

Hans E. Bishop received 117,452,573 votes for, Robert Nelsen 160,384,193, and Alise S. Reicin, M.D. 149,865,546. Each nominee also had votes withheld and 30,606,441 broker non-votes recorded.

Was Ernst & Young LLP ratified as Sana Biotechnology (SANA) auditor for 2026?

Yes, stockholders ratified Ernst & Young LLP as independent registered public accounting firm for 2026. The vote was 203,932,500 for, 831,419 against, and 443,527 abstentions, confirming continued engagement.

What does a broker non-vote mean in Sana Biotechnology (SANA) election results?

A broker non-vote occurs when a broker holds shares but is not instructed how to vote on a proposal. For each director nominee, 30,606,441 broker non-votes were recorded, reflecting uninstructed shares on that item.

Filing Exhibits & Attachments

1 document