Oric Pharmaceuticals, Inc. 8-K

What Happened Oric Pharmaceuticals, Inc. announced that its stockholders approved an Amended and Restated 2020 Equity Incentive Plan (effective June 18, 2026) at the company’s Annual Meeting held June 18, 2026. The meeting record date was April 20, 2026 (103,517,562 shares outstanding); 94,571,281 shares (91.36%) were represented. Directors Jacob M. Chacko, M.D. and Mardi C. Dier were elected as Class III directors. Stockholders also ratified KPMG LLP as the company’s independent registered public accounting firm.

Key Details

• Annual Meeting participation: 94,571,281 shares represented (91.36% of 103,517,562 outstanding shares as of April 20, 2026).
• Equity plan approval vote: For 61,228,918; Against 27,264,875; Abstain 1,212,463; Broker non‑votes 4,865,025.
• Major amendments to the 2020 Equity Incentive Plan: removed the fixed annual cap of 2,656,500 shares; reduced the evergreen annual increase from 5% to 4% of outstanding common stock; set a maximum of 10,000,000 shares that may be issued under incentive stock options (subject to plan reserve and adjustments); eliminated administrator authority to implement award surrender/cancellation-for-new-awards or cash, to permit transfer of awards to a financial institution or other person, and to reduce exercise prices of outstanding awards.
• Director election and other votes: Jacob M. Chacko — For 89,298,150, Withheld 408,106; Mardi C. Dier — For 82,007,899, Withheld 7,698,357. KPMG ratification: For 94,536,096; Against 34,641; Abstain 544. Advisory say-on-pay: For 88,453,809; Against 1,250,074; Abstain 2,373. Advisory vote on frequency: majority chose one year (89,392,979).

Why It Matters The approved plan changes alter how ORIC can grant equity and affect potential future dilution: switching to a 4% annual evergreen (and removing the fixed 2,656,500-share cap) changes how quickly the award reserve can grow, and the 10,000,000 ISO cap sets a ceiling on incentive stock option issuance. Removing administrator powers for repricings, transfers of awards, and cash-out exchange programs limits management flexibility to modify outstanding awards — a change investors often view as strengthening shareholder protections against repricing. The substantial “Against” vote on the plan (over 27 million) signals notable dissent among investors, which may be relevant to governance-minded shareholders. Director elections and auditor ratification were approved, so board continuity and the auditor engagement remain in place.