Oruka Therapeutics, Inc.

8-K · ea0293648-8k_oruka.htm iXBRL

0000907654

 2026-06-02
 2026-06-02

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

  

  

 FORM 8-K

  

  

  

 CURRENT REPORT

  

 Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934

  

 Date of Report (Date of earliest event reported):
 June 2, 2026

  

  

  

 Oruka Therapeutics, Inc.

 (Exact name of Registrant as Specified in its
Charter)

  

  

  

 Delaware
  
 000-22873
  
 36-3855489

 (State or other jurisdiction

of incorporation)
  
 (Commission File Number)
  
 (IRS Employer

Identification No.)

  

 855 Oak Grove Avenue

 Suite 100

  
  

 Menlo Park , California
  
 94025

 (Address of principal executive offices)
  
 (Zip Code)

  

 Registrant’s telephone number, including
area code: ( 650 ) 606-7910

  

 N/A

 (Former Name or Former Address, if Changed Since
Last Report)

  

  

  

 Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b)
of the Act:

  

 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which registered

 Common Stock, $0.001 par value
  
 ORKA
  
 The Nasdaq Global Market

  

 Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

  

 Emerging growth company ☐

  

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

 Item 5.07 Submission of Matters to a Vote of Security Holders.

  

 On
June 2, 2026, 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 17, 2026 (the “ Proxy Statement ”).

  

 Proposal 1: Election
of Directors.

  

 The Company’s stockholders elected each of
the two Class II directors proposed by the Company for election, to serve until the 2029 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  

 Lawrence Klein  
   43,918,579    
   63,593  

 Chris Martin  
   43,936,173    
   45,999  

  

 There were 1,267,194 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, 2026.

  

 Shares voted for:  
   45,206,297  

 Shares voted against:  
   39,637  

 Shares abstaining  
   3,432  

  

 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:  
   43,033,967  

 Shares voted against:  
   875,114  

 Shares abstaining  
   73,091  

  

 There were 1,267,194 broker non-votes for this
proposal.

  

 1

  

  

 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.

  
 (Registrant)

  
  
  

 Date: June 4, 2026
 By:
 /s/ Paul Quinlan

  
  
 Name: 
 Paul Quinlan

  
  
 Title:
 General Counsel

  

  

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