Oruka Therapeutics (ORKA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 2, 2026, to be held virtually, with record date set as April 7, 2026.

• Stockholders will vote on director elections, auditor ratification, and executive compensation approval.

• Board recommends voting in favor of all proposals and nominees.

• Proxy materials and annual report are available online for review.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals and nominees.

Board of directors and corporate governance

• Board consists of six members divided into three classes with staggered three-year terms.

• Board includes diverse backgrounds and skills, with a focus on biotechnology, finance, and leadership.

• Five of six directors are independent under Nasdaq rules; CEO is not independent.

• Board leadership is separated between Chair (independent) and CEO roles.

• Committees: Audit, Compensation, and Nominating, all comprised of independent directors.

• Annual evaluation of governance structure and board composition.