OnKure Therapeutics, Inc. 8-K

What Happened

• On June 3, 2026, OnKure Therapeutics, Inc. filed an 8-K reporting results of its 2026 Annual Meeting and the approval of an Amended and Restated 2024 Equity Incentive Plan (A&R 2024 Plan), effective upon stockholder approval. The amendment includes a one-time share increase and changes to the plan’s annual “evergreen” provision and option limits. The meeting also elected three Class II directors and ratified KPMG LLP as the company’s independent auditor.

Key Details

• Plan approval effective: June 3, 2026 (stockholder-approved at the Annual Meeting).
• One-time share increase: ~8% of outstanding shares, equal to 3,231,638 shares.
• Evergreen change: removed the prior annual fixed cap of 2,407,100 shares and retained an annual increase equal to 5% of outstanding shares (prior pre-reverse-split cap had been 24,071,000).
• Limits on ISOs: the A&R 2024 Plan limits the number of shares issuable as incentive stock options (ISOs).
• Director elections: R. Michael Carruthers (19,776,757 For), Valerie M. Jansen, M.D., Ph.D. (17,796,919 For), Edward T. Mathers (19,855,396 For); broker non-votes: 5,466,123.
• Auditor ratification: KPMG LLP ratified for FY 2026 (25,329,425 For, 60,370 Against, 321 Abstentions).
• Plan vote tally: 16,431,575 For, 3,490,523 Against, 1,895 Abstentions (with 5,466,123 broker non-votes).

Why It Matters

• Approval of the A&R 2024 Plan increases the pool of shares available for equity compensation and changes how the plan grows each year, which can affect potential dilution and future share count. Removing the fixed annual cap in favor of a percentage-based evergreen (5% of outstanding shares) allows the plan to scale with the company’s share base.
• Electing the three directors and ratifying the auditor maintains board and audit continuity, which investors often view as governance stability.
• Investors should watch future equity grants and disclosures (proxy filings, Form 4s) for how the company uses the expanded plan and any resulting dilution impact on shares outstanding.