Fate Therapeutics Inc
3 nominees · 4 ballot items.
Election of three Class I directors; Ratification of Ernst & Young LLP as independent auditors; Non-binding advisory approval of named executive officer compensation; Approval to amend and restate 2022 Stock Option and Incentive Plan to increase share reserve by 7,000,000 shares.
Follow how the vote landed and what changed on Fate Therapeutics Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElection of three Class I directors (Robert S. Epstein, Karin Jooss, and Laura J. Hamill) to serve until the 2029 Annual Meeting.
- 2
Ratification of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
- 3
Non-Binding Advisory Vote to Approve Named Executive Officer Compensation
ManagementBoard: FORConduct a non-binding advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
- 4
Approval of Third Amendment and Restatement of 2022 Stock Option and Incentive Plan
ManagementBoard: FORApprove the third amendment and restatement of the 2022 Plan to increase the number of shares reserved for issuance under the plan by 7,000,000 shares (from 24,500,000 to 31,500,000).
More detail
The Board proposes an amendment and restatement of the 2022 Stock Option and Incentive Plan to add 7,000,000 shares to the plan reserve, increasing it to 31,500,000 shares. Management seeks approval to ensure sufficient shares for equity awards to attract, retain, and motivate employees, directors and consultants given competitive labor markets and the Company’s hiring and retention needs. The filing explains the Company’s historical and projected burn rates, the overhang relative to peers, and Aon’s analysis supporting the requested increase. The proposal would not add an evergreen feature and contains governance protections including no single-trigger acceleration on a sale event unless awards are not assumed, no repricing without stockholder approval, and director compensation limits. Failure to approve would leave the Company with its existing share reserve and could limit its ability to grant equity awards, potentially prompting increased cash compensation or alternative arrangements. The Board recommends a shareholder vote FOR this proposal as necessary to preserve the Company’s ability to implement its compensation strategy and maintain competitive positioning.
Nominees on the ballot3
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Redmile Group, LLC | 11.0% | 12,872,946 | $15M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 4,192,063 | $5M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 4,134,585 | $5M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 3.5% | 4,120,200 | $5M |
| 5 | BlackRock, Inc. | 3.5% | 4,048,767 | $5M |
| 6 | BlackRock, Inc. | 3.4% | 3,915,865 | $5M |
| 7 | TWO SIGMA INVESTMENTS, LP | 3.0% | 3,466,786 | $4M |
| 8 | JOHNSON JOHNSON | 2.9% | 3,379,064 | $4M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 2.6% | 2,974,683 | $4M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 2.5% | 2,923,910 | $4M |
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Frequently asked questions
- When is the Fate Therapeutics Inc 2026 annual meeting?
- Fate Therapeutics Inc (FATE) holds its 2026 annual shareholder meeting on Friday, June 12, 2026.
- What is the record date for the Fate Therapeutics Inc 2026 meeting?
- The record date for the Fate Therapeutics Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Fate Therapeutics Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Fate Therapeutics Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Fate Therapeutics Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Fate Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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