CoverageForm 410-K10-Q8-K13D13G13F

ORKA Oruka Therapeutics, Inc. - 8-K

Accession
0001213900-26-065294
5.07

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

309 words

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.

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