Oruka Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class II director nominees (Lawrence Klein and Chris Martin) to serve until the 2029 annual meeting; directors are elected by plurality.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Oruka’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Non-Binding Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) resolution to approve, on a non-binding basis, the compensation of the company’s named executive officers as disclosed in the Proxy Statement (the “say-on-pay” vote).

   More detail

   This is a management-sponsored, non-binding advisory “say-on-pay” proposal asking stockholders to approve the overall compensation of the company’s named executive officers as disclosed in the Proxy Statement. Management and the Compensation Committee frame executive pay to attract and retain senior talent, align executives’ incentives with long-term stockholder value, and provide retention through time‑based equity and performance‑linked cash incentives; the proxy discloses base salaries, target annual bonuses linked to clinical and funding milestones, and significant option grants vesting over multi-year schedules. The proposal is non-binding by statute, but the Board and Compensation Committee state they will review and consider the voting outcome when making future compensation decisions. The company emphasizes that its 2025 program was heavily weighted toward advancing clinical development (ORKA‑001 and ORKA‑002) and that corporate performance measured against stated goals resulted in above‑target bonus payouts; equity grants are used to align long‑term interests and serve as retention. From a governance perspective, the Compensation Committee retained an independent consultant (Alpine) and discloses peer group benchmarking, severance/change‑in‑control protections and clawback policies, which it cites to justify the program design. The Board recommends FOR, noting the program’s objectives (attract/retain, align with stockholders, reward performance) and believing the compensation disclosed has supported company execution. Given the materiality of equity awards to reported compensation and one-time valuation effects from pre‑merger awards, sophisticated investors should consider both the disclosed pay practices and the year‑over‑year equity valuation drivers when evaluating the advisory vote. Because the vote is advisory, its practical effect is to inform the Board and Compensation Committee; a negative result would likely trigger iterative engagement and potential program adjustments to address stockholder concerns.

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When is the Oruka Therapeutics Inc 2026 annual meeting?

Oruka Therapeutics Inc (ORKA) holds its 2026 annual shareholder meeting on Tuesday, June 2, 2026.

What is the record date for the Oruka Therapeutics Inc 2026 meeting?

The record date for the Oruka Therapeutics Inc 2026 meeting is Tuesday, April 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Oruka Therapeutics Inc's 2026 meeting?

The board is presenting 2 director nominees at the Oruka Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Oruka Therapeutics Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Oruka Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.