$RARE·8-K

Ultragenyx Pharmaceutical Inc. · May 18, 2:15 PM ET

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Ultragenyx Pharmaceutical Inc. 8-K

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Ultragenyx Reports Annual Meeting Results; Incentive Plan Approved

What Happened Ultragenyx Pharmaceutical Inc. (RARE) filed an 8-K on May 18, 2026 reporting the results of its Annual Meeting held May 14, 2026. Stockholders approved the Third Amended and Restated 2023 Incentive Plan, elected three Class I directors (Emil D. Kakkis, M.D., Ph.D.; Shehnaaz Suliman, M.D.; and Daniel G. Welch) to terms running to the 2029 annual meeting, ratified Ernst & Young LLP as the company’s independent auditor for fiscal 2026, and approved the advisory (non-binding) vote on executive compensation. As of the March 23, 2026 record date there were 98,317,221 shares outstanding and 84,786,388 shares were represented at the meeting. The full text of the Third A&R 2023 Incentive Plan is filed as Exhibit 10.1 to the 8-K.

Key Details

  • Third A&R 2023 Incentive Plan: 50,659,150 votes FOR; 22,888,600 AGAINST; 26,748 abstentions; 11,211,890 broker non-votes.
  • Director elections (votes FOR / WITHHELD / broker non-votes): Emil D. Kakkis — 72,517,613 / 1,056,885 / 11,211,890; Shehnaaz Suliman — 65,801,638 / 7,772,860 / 11,211,890; Daniel G. Welch — 66,301,426 / 7,273,072 / 11,211,890.
  • Auditor ratification: Ernst & Young LLP — 84,551,399 FOR; 221,802 AGAINST; 13,187 abstentions.
  • Advisory vote on executive compensation: 70,945,277 FOR; 2,594,517 AGAINST; 34,704 abstentions; 11,211,890 broker non-votes.

Why It Matters Approval of the Third A&R 2023 Incentive Plan gives Ultragenyx additional authority to grant equity and other incentive awards to employees and service providers, which can affect future dilution and executive compensation structure. Election of the three Class I directors and ratification of the auditor provide governance continuity. Investors should note the voting margins and the presence of significant broker non‑votes on certain proposals (which indicates shares held in street name were not voted on non-routine items); the company filed the incentive plan as an exhibit for review.

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