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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.

 

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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

 

 

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