Oruka Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2025, 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 18, 2025 (the “Proxy Statement”).
Proposal 1: Election of Directors
The Company’s stockholders elected each of the two Class I directors proposed by the Company for election, to serve until the 2028 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 | ||||||
| Carl Dambkowski | 26,047,914 | 2,291 | ||||||
| Peter Harwin | 25,935,823 | 114,382 | ||||||
There were 732,854 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, 2025.
| Shares voted for: | 26,781,030 | |||
| Shares voted against: | 1,848 | |||
| Shares abstaining | 181 |
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: | 25,824,834 | |||
| Shares voted against: | 88,740 | |||
| Shares abstaining | 136,631 |
There were 732,854 broker non-votes for this proposal.
Proposal 4: Non-Binding Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Compensation for our Named Executive Officers
The Company’s stockholders approved, by non-binding advisory vote, a one-year frequency of future advisory votes to approve 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 1-year frequency: | 25,854,625 | |||
| Shares voted for 2-year frequency: | 807 | |||
| Shares voted for 3-year frequency: | 54,626 | |||
| Shares abstaining: | 140,147 |
There were 732,854 broker non-votes for this proposal.
After the Annual Meeting, on June 2, 2025, the Board of Directors of the Company determined that future advisory votes on executive compensation will be held annually, in accordance with the results of the stockholder advisory vote on the frequency of such votes held at the Annual Meeting. This decision was made after careful consideration of the stockholder vote results, which indicated a clear preference for annual advisory votes on executive compensation.
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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. | ||
| By: | /s/ Paul Quinlan | |
| Paul Quinlan | ||
| General Counsel | ||
Date: June 3, 2025
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