---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-065294"
form_type: "8-K"
ticker: "ORKA"
cik: "0000907654"
company_name: "Oruka Therapeutics, Inc."
filed_at: "2026-06-04T20:15:32+00:00"
generated_at: "2026-06-04T20:50:27.905236+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Oruka Therapeutics stockholders elect directors, ratify auditor, approve say-on-pay at annual meeting

## Summary
- Lawrence Klein (43.9M votes for) and Chris Martin (43.9M for) elected as Class II directors; 1.3M broker non-votes.
- Ratification of PricewaterhouseCoopers as auditor for FY2026 passed: 45.2M for, 39,637 against, 3,432 abstain.
- Non-binding advisory vote on named executive officer compensation approved: 43.0M for, 875,114 against, 73,091 abstain; 1.3M broker non-votes.

## SEC filing metadata
- accession: 0001213900-26-065294
- form_type: 8-K
- ticker: ORKA
- cik: 0000907654
- company_name: Oruka Therapeutics, Inc.
- filed_at: 2026-06-04T20:15:32+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/907654/000121390026065294/0001213900-26-065294-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/907654/000121390026065294/ea0293648-8k_oruka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-065294
- JSON: https://secwatch.observer/filing/0001213900-26-065294.json
- Plain text: https://secwatch.observer/filing/0001213900-26-065294.txt

## Key facts
- Shareholder Votes
  Oruka Therapeutics, Inc. shareholders approved Ratification of Independent Auditor Appointment at the 2026-06-02 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-02
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/907654/000121390026065294/0001213900-26-065294-index.htm
- Shareholder Votes
  Oruka Therapeutics, Inc. shareholders approved Election of Class II Directors at the 2026-06-02 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-02
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/907654/000121390026065294/0001213900-26-065294-index.htm
- Shareholder Votes
  Oruka Therapeutics, Inc. shareholders approved Approval of the Compensation of our Named Executive Officers on a Non-Binding, Advisory Basis at the 2026-06-02 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-02
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/907654/000121390026065294/0001213900-26-065294-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.