Oruka Therapeutics, Inc. 8-K

What Happened

• Oruka Therapeutics, Inc. held its Annual Meeting of Stockholders on June 2, 2026 and filed an 8‑K summarizing the votes. Stockholders elected the two Class II director nominees to serve until the 2029 annual meeting, ratified PricewaterhouseCoopers LLP (PwC) as the company’s independent auditor for fiscal 2026, and approved the named executive officers’ compensation in a non‑binding advisory vote. The company’s definitive proxy was filed April 17, 2026.

Key Details

• Director elections (Class II, term to 2029): Lawrence Klein — 43,918,579 votes for, 63,593 withheld; Chris Martin — 43,936,173 for, 45,999 withheld. There were 1,267,194 broker non‑votes on the director election.
• Auditor ratification: PwC ratified with 45,206,297 votes for, 39,637 against, and 3,432 abstentions; no broker non‑votes for this proposal.
• Advisory executive pay vote: 43,033,967 votes for, 875,114 against, 73,091 abstaining; 1,267,194 broker non‑votes.

Why It Matters

• Board continuity: Election of both Class II directors maintains the company’s nominated board slate through 2029, which can affect strategic continuity and oversight.
• Financial reporting continuity: Ratifying PwC preserves the company’s external audit relationship for fiscal 2026, an important element of financial governance and investor confidence.
• Shareholder sentiment on pay: The non‑binding "say‑on‑pay" passed by a large margin, indicating shareholder support for the disclosed executive compensation, though the vote is advisory and not binding. Broker non‑votes on non‑routine items show some shares held in brokerage accounts did not vote, which can affect outcomes of certain proposals.