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Home › Companies › ORUKA THERAPEUTICS INC. › 2024-2025

ORUKA THERAPEUTICS INC. 2024-2025 Proxy Voting Records

At ORUKA THERAPEUTICS INC.'s 3 shareholder meetings in the 2024-2025 proxy season (held August 22, 2024, November 14, 2024 and June 2, 2025), 61 asset managers reported how they voted in their SEC Form N-PX filings, covering 457 separate fund positions. Their filings are grouped here into 17 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. ORUKA THERAPEUTICS INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — To vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve… — the reporting funds and managers cast 100% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.

Download data (CSV): ballot items · votes by manager · column guide.

Compiled from SEC Form N-PX filings and ORUKA THERAPEUTICS INC.’s Form 8-K, filed June 3, 2025 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 17Reported items
  • 61Asset managers
  • 457Fund votes
  • June 2, 2025Main meeting date

Results at a glance

Meeting of June 2, 2025: 5 items on ORUKA THERAPEUTICS INC.’s Form 8-K, filed June 3, 2025: 2 elected · 2 approved · 1 without a stated outcome.

Meeting of August 22, 2024: 9 items on ORUKA THERAPEUTICS INC.’s Form 8-K, filed August 23, 2024: 9 approved.

Meeting of November 14, 2024: 2 items on ORUKA THERAPEUTICS INC.’s Form 8-K, filed November 18, 2024: 2 approved.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2024-2025 2025-2026

Explore ORUKA THERAPEUTICS INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by ORUKA THERAPEUTICS INC.

These tallies are ORUKA THERAPEUTICS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 3, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX. ORUKA THERAPEUTICS INC. reported 3 meetings in this season; each is tabulated separately below, with its own filing.

ORUKA THERAPEUTICS INC. — official shareholder meeting results, meeting held June 2, 2025 (Form 8-K, filed June 3, 2025)
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Carl Dambkowski 26,047,914---- 2,291732,854 99.9%Elected—
Elect Director: Peter Harwin 25,935,823---- 114,382732,854 99.5%Elected—
2. Ratification of Independent Auditor Appointment 26,781,0301,848181 ---- 99.9%Approved—
3. Approval of the Compensation of our Named Executive Officers on a Non-Binding, Advisory Basis 25,824,83488,740136,631 --732,854 99.6%Approved—
4. Non-Binding Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Compensation for our Named Executive Officers 54,626--140,147 --732,854 —Not verified—

Source: ORUKA THERAPEUTICS INC., Form 8-K, filed with the SEC on June 3, 2025 — read the filing on EDGAR.

ORUKA THERAPEUTICS INC. — official shareholder meeting results, meeting held August 22, 2024 (Form 8-K, filed August 23, 2024)
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
1. Approve (i) the issuance of shares of ARCA common stock (including the shares of ARCA common stock issuable upon conversion of ARCA Series B Preferred Stock), which will represent more than 20% of the shares of ARCA common stock outstanding immediately prio 9,375,44241,7653,690 --374,562 99.5%Approveda supermajority of the shares outstanding
2. Approve an amendment to the amended and restated certificate of incorporation of ARCA (the " ARCA Charter ") to increase the number of shares of ARCA common stock that ARCA is authorized to issue from 100,000,000 shares to 545,000,000 (the " Authorized Shar 9,353,81864,1052,974 --374,562 99.3%Approved—
3. Approve an amendment to the ARCA Charter to effect a reverse stock split of ARCA's issued and outstanding common stock at a ratio in the range between 6:1 to 12:1, inclusive, in the form attached as Annex H to the Proxy Statement/Prospectus (the " Reverse S 9,729,04964,0092,401 --0 99.3%Approved—
4. Approve an amendment to the ARCA Charter to reflect Delaware law provisions regarding officer exculpation, in the form attached as Annex I to the Proxy Statement/Prospectus 8,382,6451,027,65710,595 --374,562 89%Approved—
5. Elect the Class III director, Jacob Ma-Weaver, to ARCA's board of directors and to hold office until ARCA's 2027 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal 8,123,965---- 1,296,932374,562 86%Approved—
6. Ratify the appointment of KPMG LLP as ARCA's independent registered public accounting firm for fiscal year ending December 31, 2024, provided that PricewaterhouseCoopers LLP is expected to be appointed for that fiscal year if the Merger is completed 9,781,87811,4502,131 --0 99.8%Approved—
7. Approve the Oruka Therapeutics, Inc. 2024 Stock Incentive Plan (the " Oruka 2024 Incentive Plan "), which will become effective as of and contingent on the completion of the Merger 7,060,3862,338,98021,531 --374,562 75%Approved—
8. Approve the Oruka Therapeutics, Inc. 2024 Employee Stock Purchase Plan (the " Oruka ESPP " and together with the Oruka 2024 Incentive Plan, the " Plans "), which will become effective as of and contingent on the completion of the Merger 7,092,9702,307,49920,428 --374,562 75%Approved—
9. Approve, on an advisory basis, certain compensation arrangements for ARCA named executive officers that are based on or otherwise relate to the Merger 9,321,26091,3688,269 --374,562 99.0%Approved—

Source: ORUKA THERAPEUTICS INC., Form 8-K, filed with the SEC on August 23, 2024 — read the filing on EDGAR.

ORUKA THERAPEUTICS INC. — official shareholder meeting results, meeting held November 14, 2024 (Form 8-K, filed November 18, 2024)
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
1. Approval of Conversion of Series A Preferred Stock to Common Stock 30,598,4766,0261,089 ---- 99.9%Approved—
2. Approval of an Adjournment of the Special Meeting, if Necessary or Appropriate, to Solicit Additional Proxies 29,294,7201,309,8051,066 ---- 96%Approved—

Source: ORUKA THERAPEUTICS INC., Form 8-K, filed with the SEC on November 18, 2024 — read the filing on EDGAR.

How asset managers voted at the ORUKA THERAPEUTICS INC. 2024-2025 meetings

Each item below shows how the 61 asset managers that disclosed a ORUKA THERAPEUTICS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of ORUKA THERAPEUTICS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Carl Dambkowski

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Meeting held June 2, 2025.

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 26,047,914WITHHELD: 2,291
Details: description as filed, official tally, votes by 15 asset managers

Description as filed by funds: Election of Class I Directors for terms expiring in 2028: Carl Dambkowski, M.D.

ORUKA THERAPEUTICS INC.’s own tally for this item (“Elect Director: Carl Dambkowski”): 26,047,914 for, 2,291 withheld, per its Form 8-K filed June 3, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors The Company's stockholders elected each of the two Class I directors proposed by the Company for election, to serve until the 2028 annual meeting of stockholders, and until their successors are elected and have qualified.”
Support: 99.9% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 15 asset managers below reported 6,992,575 for.

FOR
FOR: 6,992,575
Largest asset managers voting on “Election of Class I Directors for terms expiring in 2028: Carl Dambkowski, M.D.” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity5,341,7110 00For
Vanguard1,011,6510 00For
T. Rowe Price296,9180 00For
FRANKLIN STRATEGIC SERIES249,9640 00For
BlackRock46,0790 00For
Charles Schwab15,6090 00For
John Hancock13,9900 00For
MUTUAL FUND SERIES TRUST4,9140 00For
Victory Capital3,6330 00For
Aberdeen2,7050 00For
Exchange Place Advisors Trust1,9630 00For
AIG/SunAmerica1,1820 00For
ProShares1,1400 00For
Equitable7080 00For
State Street4080 00For

2. Elect Director: Peter Harwin

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Meeting held June 2, 2025.

Combines 3 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 25,935,823WITHHELD: 114,382
Details: description as filed, official tally, votes by 15 asset managers

Description as filed by funds: Election of Class I Directors for terms expiring in 2028: Peter Harwin

ORUKA THERAPEUTICS INC.’s own tally for this item (“Elect Director: Peter Harwin”): 25,935,823 for, 114,382 withheld, per its Form 8-K filed June 3, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors The Company's stockholders elected each of the two Class I directors proposed by the Company for election, to serve until the 2028 annual meeting of stockholders, and until their successors are elected and have qualified.”
Support: 99.5% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 15 asset managers below reported 6,992,167 for, 408 withheld.

FOR
FOR: 6,992,167WITHHOLD: 408
Largest asset managers voting on “Election of Class I Directors for terms expiring in 2028: Peter Harwin” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity5,341,7110 00For
Vanguard1,011,6510 00For
T. Rowe Price296,9180 00For
FRANKLIN STRATEGIC SERIES249,9640 00For
BlackRock46,0790 00For
Charles Schwab15,6090 00For
John Hancock13,9900 00For
MUTUAL FUND SERIES TRUST4,9140 00For
Victory Capital3,6330 00For
Aberdeen2,7050 00For
Exchange Place Advisors Trust1,9630 00For
AIG/SunAmerica1,1820 00For
ProShares1,1400 00For
Equitable7080 00For
State Street00 0408Withhold

3. Approve (i) the issuance of shares of ARCA common stock (including the shares of ARCA common stock issuable upon…

Official resultEXTRAORDINARY TRANSACTIONSReported outcome: Approved

Meeting held August 22, 2024.

99.5% Approved · of votes cast

FOR 99.5%
FOR: 9,375,442AGAINST: 41,765
Details: description as filed, official tally, votes by 3 asset managers

Description as filed by funds: To approve (i) the issuance of shares of ARCA common stock (including the shares of ARCA common stock issuable upon conversion of ARCA Series B Preferred Stock), which will represent more than 20% of the shares of ARCA common stock outstanding immediately prior to the Merger, to stockholders of Oruka, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, and (ii) the change of control of ARCA resulting from the Merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively;

ORUKA THERAPEUTICS INC.’s own tally for this item (“1. Approve (i) the issuance of shares of ARCA common stock (including the shares of ARCA common stock issuable upon conversion of ARCA Series B Preferred Stock), which will represent more than 20% of the shares of ARCA c”): 9,375,442 for, 41,765 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1: . Approve (i) the issuance of shares of ARCA common stock (including the shares of ARCA common stock issuable upon conversion of ARCA Series B Preferred Stock), which will represent more than 20% of the shares of ARCA common stock outstanding immediately prior to the Merger, to stockhol…”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“20% of the shares of ARCA common stock outstanding”).

The 3 asset managers below reported 33,675 for.

FOR
FOR: 33,675
Largest asset managers voting on “To approve (i) the issuance of shares of ARCA common stock (including the shares of ARCA common stock issuable” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Aberdeen32,4610 00For
Dimensional8080 00For
Equitable4060 00For

4. Elect the Class III director, Jacob Ma-Weaver, to ARCA's board of directors and to hold office until ARCA's 2027 annual…

Official resultDIRECTOR ELECTIONSReported outcome: Approved

Meeting held August 22, 2024.

86% Approved · of votes cast

FOR 86%
FOR: 8,123,965WITHHELD: 1,296,932
Details: description as filed, official tally, votes by 3 asset managers

Description as filed by funds: To elect the Class III director, Jacob Ma-Weaver, to ARCA's board of directors and to hold office until ARCA's 2027 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal, provided that if the Merger is consummated, the approval of Proposal No. 5 will only have an effect until the completion of the Merger because the composition of ARCA's board of directors will be reconstituted upon completion of the Merger, in accordance with the Merger Agreement;

ORUKA THERAPEUTICS INC.’s own tally for this item (“5. Elect the Class III director, Jacob Ma-Weaver, to ARCA's board of directors and to hold office until ARCA's 2027 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his”): 8,123,965 for, 1,296,932 withheld — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the requisite vote of ARCA's stockholders.”
Support: 86% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 3 asset managers below reported 33,675 withheld.

WITHHOLD
WITHHOLD: 33,675
Largest asset managers voting on “To elect the Class III director, Jacob Ma-Weaver, to ARCA's board of directors and to hold office until ARCA's” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Aberdeen00 032,461Withhold
Dimensional00 0808Withhold
Equitable00 0406Withhold

5. Approve an amendment to the ARCA Charter to reflect Delaware law provisions regarding officer exculpation, in the form…

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Meeting held August 22, 2024.

89% Approved · of votes cast

FOR 89%
FOR: 8,382,645AGAINST: 1,027,657
Details: description as filed, official tally, votes by 3 asset managers

Description as filed by funds: To approve an amendment to the ARCA Charter to reflect Delaware law provisions regarding officer exculpation, in the form attached as Annex I to the accompanying proxy statement/prospectus;

ORUKA THERAPEUTICS INC.’s own tally for this item (“4. Approve an amendment to the ARCA Charter to reflect Delaware law provisions regarding officer exculpation, in the form attached as Annex I to the Proxy Statement/Prospectus”): 8,382,645 for, 1,027,657 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the requisite vote of the Company's stockholders.”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 3 asset managers below reported 33,675 for.

FOR
FOR: 33,675
Largest asset managers voting on “To approve an amendment to the ARCA Charter to reflect Delaware law provisions regarding officer exculpation, ” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Aberdeen32,4610 00For
Dimensional8080 00For
Equitable4060 00For

6. Approve an amendment to the amended and restated certificate of incorporation of ARCA (the " ARCA Charter ") to…

Official resultCAPITAL STRUCTUREReported outcome: Approved

Meeting held August 22, 2024.

99.3% Approved · of votes cast

FOR 99.3%
FOR: 9,353,818AGAINST: 64,105
Details: description as filed, official tally, votes by 3 asset managers

Description as filed by funds: To approve an amendment to the amended and restated certificate of incorporation of ARCA (the "ARCA Charter") to increase the number of shares of ARCA common stock that ARCA is authorized from 100,000,000 to issue to 545,000,000, in the form attached as Annex G to the accompanying proxy statement/prospectus;

ORUKA THERAPEUTICS INC.’s own tally for this item (“2. Approve an amendment to the amended and restated certificate of incorporation of ARCA (the " ARCA Charter ") to increase the number of shares of ARCA common stock that ARCA is authorized to issue from 100,000,000 shar”): 9,353,818 for, 64,105 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the requisite vote of ARCA's stockholders.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 3 asset managers below reported 33,675 for.

FOR
FOR: 33,675
Largest asset managers voting on “To approve an amendment to the amended and restated certificate of incorporation of ARCA (the "ARCA Charter") ” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Aberdeen32,4610 00For
Dimensional8080 00For
Equitable4060 00For

7. Approve an amendment to the ARCA Charter to effect a reverse stock split of ARCA's issued and outstanding common stock…

Official resultCAPITAL STRUCTUREReported outcome: Approved

Meeting held August 22, 2024.

99.3% Approved · of votes cast

FOR 99.3%
FOR: 9,729,049AGAINST: 64,009
Details: description as filed, official tally, votes by 3 asset managers

Description as filed by funds: To approve an amendment to the ARCA Charter to effect a reverse stock split of ARCA's issued and outstanding common stock at a ratio in the range between 6:1 to 12:1, inclusive, in the form attached as Annex H to the accompanying proxy statement/prospectus, if deemed necessary by ARCA and Oruka, with the final ratio and effectiveness of such amendment and the abandonment of such amendment to be mutually agreed by ARCA's board of directors and Oruka's board of directors prior to the First Effective Time or, if the Nasdaq Stock Issuance Proposal is not approved by ARCA stockholders, determined solely by ARCA's board of directors;

ORUKA THERAPEUTICS INC.’s own tally for this item (“3. Approve an amendment to the ARCA Charter to effect a reverse stock split of ARCA's issued and outstanding common stock at a ratio in the range between 6:1 to 12:1, inclusive, in the form attached as Annex H to the Pro”): 9,729,049 for, 64,009 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the requisite vote of ARCA's stockholders.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 3 asset managers below reported 33,675 for.

FOR
FOR: 33,675
Largest asset managers voting on “To approve an amendment to the ARCA Charter to effect a reverse stock split of ARCA's issued and outstanding c” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Aberdeen32,4610 00For
Dimensional8080 00For
Equitable4060 00For

8. Approval of an Adjournment of the Special Meeting, if Necessary or Appropriate, to Solicit Additional Proxies

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Meeting held November 14, 2024.

96% Approved · of votes cast

FOR 96%
FOR: 29,294,720AGAINST: 1,309,805
Details: description as filed, official tally, votes by 10 asset managers

Description as filed by funds: To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.

ORUKA THERAPEUTICS INC.’s own tally for this item (“2. Approval of an Adjournment of the Special Meeting, if Necessary or Appropriate, to Solicit Additional Proxies”): 29,294,720 for, 1,309,805 against — passed, per its Form 8-K filed November 18, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Approval of an Adjournment of the Special Meeting, if Necessary or Appropriate, to Solicit Additional Proxies The Company's stockholders approved an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 4,604,703 for, 1,199,011 against.

FORAGAINST
FOR: 4,604,703AGAINST: 1,199,011
Largest asset managers voting on “To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity4,328,9040 00For
T. Rowe Price01,179,389 00Against
FRANKLIN STRATEGIC SERIES249,9640 00For
Vanguard20,8980 00For
John Hancock018,111 00Against
Aberdeen2,7050 00For
BlackRock2,1270 00For
Equitable321,511 00Against
Charles Schwab720 00For
Dimensional10 00For

9. Approval of Conversion of Series A Preferred Stock to Common Stock

Official resultCAPITAL STRUCTUREReported outcome: Approved

Meeting held November 14, 2024.

Combines 2 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 30,598,476AGAINST: 6,026
Details: description as filed, official tally, votes by 10 asset managers

Description as filed by funds: To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company's common stock upon conversion of the Company's Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share, issued in September 2024.

ORUKA THERAPEUTICS INC.’s own tally for this item (“1. Approval of Conversion of Series A Preferred Stock to Common Stock”): 30,598,476 for, 6,026 against — passed, per its Form 8-K filed November 18, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Approval of Conversion of Series A Preferred Stock to Common Stock The Company's stockholders approved the issuance of shares of the Company's common stock upon conversion of the Company's Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share, issued in September 2024.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 5,803,714 for.

FOR
FOR: 5,803,714
Largest asset managers voting on “To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company's common sto” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity4,328,9040 00For
T. Rowe Price1,179,3890 00For
FRANKLIN STRATEGIC SERIES249,9640 00For
Vanguard20,8980 00For
John Hancock18,1110 00For
Aberdeen2,7050 00For
BlackRock2,1270 00For
Equitable1,5430 00For
Charles Schwab720 00For
Dimensional10 00For

10. To approve an adjournment of the ARCA special meeting, if necessary, to solicit additional proxies if there are not…

No official matchCORPORATE GOVERNANCE

Meeting held August 22, 2024.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 3 asset managers

Description as filed by funds: To approve an adjournment of the ARCA special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Stock Issuance Proposal, the Authorized Share Increase Proposal and/or the Reverse Stock Split Proposal; and

The 3 asset managers below reported 33,675 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 33,675
Largest asset managers voting on “To approve an adjournment of the ARCA special meeting, if necessary, to solicit additional proxies if there ar” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Aberdeen32,4610 00For
Dimensional8080 00For
Equitable4060 00For

11. Approve the Oruka Therapeutics, Inc. 2024 Employee Stock Purchase Plan (the " Oruka ESPP " and together with the Oruka…

Official resultCOMPENSATIONReported outcome: Approved

Meeting held August 22, 2024.

75% Approved · of votes cast

FOR 75%AGAINST
FOR: 7,092,970AGAINST: 2,307,499
Details: description as filed, official tally, votes by 3 asset managers

Description as filed by funds: To approve the Oruka Therapeutics, Inc. 2024 Employee Stock Purchase Plan;

ORUKA THERAPEUTICS INC.’s own tally for this item (“8. Approve the Oruka Therapeutics, Inc. 2024 Employee Stock Purchase Plan (the " Oruka ESPP " and together with the Oruka 2024 Incentive Plan, the " Plans "), which will become effective as of and contingent on the compl”): 7,092,970 for, 2,307,499 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the requisite vote of ARCA's stockholders.”
Support: 75% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 3 asset managers below reported 33,675 against.

AGAINST
AGAINST: 33,675
Largest asset managers voting on “To approve the Oruka Therapeutics, Inc. 2024 Employee Stock Purchase Plan;” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Aberdeen032,461 00Against
Dimensional0808 00Against
Equitable0406 00Against

12. To approve the Oruka Therapeutics, Inc. 2024 Stock Incentive Plan

No official matchCOMPENSATION

Meeting held August 22, 2024.

0% of fund votes cast · no official result

AGAINST
Details: description as filed, votes by 3 asset managers

Description as filed by funds: To approve the Oruka Therapeutics, Inc. 2024 Stock Incentive Plan;

The 3 asset managers below reported 33,675 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

AGAINST: 33,675
Largest asset managers voting on “To approve the Oruka Therapeutics, Inc. 2024 Stock Incentive Plan;” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Aberdeen032,461 00Against
Dimensional0808 00Against
Equitable0406 00Against

13. Non-Binding Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Compensation for our Named…

Meeting held June 2, 2025.

Combines 5 wordings of this item as funds reported it.

100% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR
Details: description as filed, votes by 57 asset managers

Description as filed by funds: To vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve compensation for our named executive officers.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 15 asset managers voting on “To vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve compensation f” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity00 00--
Vanguard00 00--
T. Rowe Price00 00--
FRANKLIN STRATEGIC SERIES00 00--
BlackRock00 00--
Charles Schwab00 00--
John Hancock00 00--
MUTUAL FUND SERIES TRUST4,9140 00For
Victory Capital00 00--
Aberdeen00 00--
Exchange Place Advisors Trust00 00--
AIG/SunAmerica00 00--
ProShares00 00--
Equitable00 00--
State Street00 00--

Fund voting reports, all 15 managers: 4,914 for, 6,987,661 1 year.

Institutional-manager reports: 50 asset managers voting on “To vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve compensation f” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity00 00--
Fairmount Funds Management LLC00 00--
Deep Track Capital, LP00 00--
BRAIDWELL LP00 00--
Commodore Capital LP00 00--
FRANKLIN ADVISERS INC00 00--
Blackstone Inc.00 00--
BlackRock00 00--
SR ONE CAPITAL MANAGEMENT, LP430,3300 00For
T. Rowe Price00 00--
Woodline Partners LP00 00--
Affinity Asset Advisors, LLC00 00--
GEODE CAPITAL MANAGEMENT, LLC00 00--
Avidity Partners Management LP00 00--
Point7200 00--
Redmile Group, LLC00 00--
SILVERARC CAPITAL MANAGEMENT, LLC00 00--
Candriam S.C.A.00 00--
ADAR1 Capital Management, LLC00 00--
Northern Trust00 00--
UniSuper Management Pty Ltd00 00--
State Street00 00--
RTW INVESTMENTS, LP00 00--
KENNEDY CAPITAL MANAGEMENT LLC00 00--
Charles Schwab00 00--

Institutional-manager reports, all 50 managers: 430,330 for, 18,339,050 1 year. Showing the 25 largest; every one is in the interactive database (link above).

14. Approval of the Compensation of our Named Executive Officers on a Non-Binding, Advisory Basis

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Meeting held June 2, 2025.

Combines 4 wordings of this item as funds reported it.

99.6% Approved · of votes cast

FOR 99.6%
FOR: 25,824,834AGAINST: 88,740
Details: description as filed, official tally, votes by 55 asset managers

Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation of our named executive officers.

ORUKA THERAPEUTICS INC.’s own tally for this item (“3. Approval of the Compensation of our Named Executive Officers on a Non-Binding, Advisory Basis”): 25,824,834 for, 88,740 against — passed, per its Form 8-K filed June 3, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 15 asset managers voting on “To approve, on a non-binding, advisory basis, the compensation of our named executive officers.” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity5,341,7110 00For
Vanguard1,011,6510 00For
T. Rowe Price296,9180 00For
FRANKLIN STRATEGIC SERIES249,9640 00For
BlackRock46,0790 00For
Charles Schwab15,6090 00For
John Hancock13,9900 00For
MUTUAL FUND SERIES TRUST4,9140 00For
Victory Capital3,6330 00For
Aberdeen2,7050 00For
Exchange Place Advisors Trust1,9630 00For
AIG/SunAmerica1,1820 00For
ProShares1,1400 00For
Equitable7080 00For
State Street4080 00For

Fund voting reports, all 15 managers: 6,992,575 for.

Institutional-manager reports: 48 asset managers voting on “To approve, on a non-binding, advisory basis, the compensation of our named executive officers.” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity5,446,2080 00For
Fairmount Funds Management LLC3,371,9220 00For
Deep Track Capital, LP1,683,8480 00For
BRAIDWELL LP1,572,4260 00For
Commodore Capital LP1,403,7300 00For
FRANKLIN ADVISERS INC720,5470 00For
Blackstone Inc.642,8440 00For
BlackRock495,8550 00For
SR ONE CAPITAL MANAGEMENT, LP430,3300 00For
T. Rowe Price405,8320 00For
Woodline Partners LP390,6330 00For
Affinity Asset Advisors, LLC375,2460 00For
GEODE CAPITAL MANAGEMENT, LLC352,5830 00For
Avidity Partners Management LP352,1240 00For
Point72330,0000 00For
Redmile Group, LLC234,0940 00For
SILVERARC CAPITAL MANAGEMENT, LLC150,1830 00For
Candriam S.C.A.079,698 00Against
ADAR1 Capital Management, LLC73,9590 00For
Northern Trust58,2850 00For
UniSuper Management Pty Ltd50,0000 00For
State Street32,5090 00For
RTW INVESTMENTS, LP19,9230 00For
KENNEDY CAPITAL MANAGEMENT LLC17,9960 00For
Charles Schwab15,6090 00For

Institutional-manager reports, all 48 managers: 18,688,028 for, 81,264 against. Showing the 25 largest; every one is in the interactive database (link above).

15. Approve, on an advisory basis, certain compensation arrangements for ARCA named executive officers that are based on or…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Meeting held August 22, 2024.

99.0% Approved · of votes cast

FOR 99.0%
FOR: 9,321,260AGAINST: 91,368
Details: description as filed, official tally, votes by 12 asset managers

Description as filed by funds: To approve, on an advisory basis, certain compensation arrangements for ARCA named executive officers that are based on or otherwise relate to the Merger;

ORUKA THERAPEUTICS INC.’s own tally for this item (“9. Approve, on an advisory basis, certain compensation arrangements for ARCA named executive officers that are based on or otherwise relate to the Merger”): 9,321,260 for, 91,368 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the requisite vote of ARCA's stockholders.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 3 asset managers voting on “To approve, on an advisory basis, certain compensation arrangements for ARCA named executive officers that are” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Aberdeen032,461 00Against
Dimensional8080 00For
Equitable4060 00For

Fund voting reports, all 3 managers: 1,214 for, 32,461 against.

Institutional-manager reports: 10 asset managers voting on “To approve, on an advisory basis, certain compensation arrangements for ARCA named executive officers that are” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
RTW INVESTMENTS, LP949,2510 00For
VR Adviser, LLC866,3750 00For
Janus Henderson429,5860 00For
Renaissance32,7870 00For
Aberdeen032,461 00Against
Ancora Advisors LLC1,0000 00For
Point728970 00For
GEODE CAPITAL MANAGEMENT, LLC5350 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.1090 00For
Two Sigma470 00For

Institutional-manager reports, all 10 managers: 2,280,587 for, 32,461 against.

16. Ratification of Independent Auditor Appointment

Official resultAUDIT-RELATEDReported outcome: Approved

Meeting held June 2, 2025.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 26,781,030AGAINST: 1,848
Details: description as filed, official tally, votes by 15 asset managers

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Oruka Therapeutics, Inc. for its fiscal year ending December 31, 2025.

ORUKA THERAPEUTICS INC.’s own tally for this item (“2. Ratification of Independent Auditor Appointment”): 26,781,030 for, 1,848 against — passed, per its Form 8-K filed June 3, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, 2025.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 15 asset managers below reported 6,992,575 for.

FOR
FOR: 6,992,575
Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm o” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity5,341,7110 00For
Vanguard1,011,6510 00For
T. Rowe Price296,9180 00For
FRANKLIN STRATEGIC SERIES249,9640 00For
BlackRock46,0790 00For
Charles Schwab15,6090 00For
John Hancock13,9900 00For
MUTUAL FUND SERIES TRUST4,9140 00For
Victory Capital3,6330 00For
Aberdeen2,7050 00For
Exchange Place Advisors Trust1,9630 00For
AIG/SunAmerica1,1820 00For
ProShares1,1400 00For
Equitable7080 00For
State Street4080 00For

17. Ratify the appointment of KPMG LLP as ARCA's independent registered public accounting firm for fiscal year ending…

Official resultAUDIT-RELATEDReported outcome: Approved

Meeting held August 22, 2024.

99.8% Approved · of votes cast

FOR 99.8%
FOR: 9,781,878AGAINST: 11,450
Details: description as filed, official tally, votes by 3 asset managers

Description as filed by funds: To ratify the appointment of KPMG LLP as ARCA's independent registered public accounting firm for fiscal year ending December 31, 2024, provided that PricewaterhouseCoopers LLP is expected to be appointed for that fiscal year if the Merger is completed;

ORUKA THERAPEUTICS INC.’s own tally for this item (“6. Ratify the appointment of KPMG LLP as ARCA's independent registered public accounting firm for fiscal year ending December 31, 2024, provided that PricewaterhouseCoopers LLP is expected to be appointed for that fiscal”): 9,781,878 for, 11,450 against — passed, per its Form 8-K filed August 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the requisite vote of ARCA's stockholders.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 3 asset managers below reported 33,675 for.

FOR
FOR: 33,675
Largest asset managers voting on “To ratify the appointment of KPMG LLP as ARCA's independent registered public accounting firm for fiscal year ” at ORUKA THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Aberdeen32,4610 00For
Dimensional8080 00For
Equitable4060 00For

Largest ORUKA THERAPEUTICS INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 37,440,510 shares outstanding at the time of that meeting.

Fund voting reports: top ORUKA THERAPEUTICS INC. shareholders by shares voted on “To vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve…”, 2024-2025
#Asset manager % of shares outstanding
1Fidelity 14.27%
2Vanguard 2.70%
3T. Rowe Price 0.79%
4FRANKLIN STRATEGIC SERIES 0.67%
5BlackRock 0.12%
6Charles Schwab 0.04%
7John Hancock 0.04%
8MUTUAL FUND SERIES TRUST 0.01%
9Victory Capital <0.01%
10Aberdeen <0.01%
Institutional-manager reports: top ORUKA THERAPEUTICS INC. shareholders by shares voted on “To vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve…”, 2024-2025
#Asset manager % of shares outstanding
1Fidelity 14.55%
2Fairmount Funds Management LLC 9.01%
3Deep Track Capital, LP 4.50%
4BRAIDWELL LP 4.20%
5Commodore Capital LP 3.75%
6FRANKLIN ADVISERS INC 1.92%
7Blackstone Inc. 1.72%
8BlackRock 1.32%
9SR ONE CAPITAL MANAGEMENT, LP 1.15%
10T. Rowe Price 1.08%

Reported ORUKA THERAPEUTICS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

ORUKA THERAPEUTICS INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Fairmount Funds Management LLC — 13D
Entities affiliated with Fairmount Funds Management LLC — DEF14A
Peter Harwin — DEF14A
FMR LLC — DEF14A
FMR (Fidelity) — 13F
Venrock Healthcare Capital Partners III, L.P. — 13G
Entities affiliated with Venrock Healthcare Capital Partners — DEF14A
VIKING GLOBAL INVESTORS LP — 13G
Deep Track Capital, LP — 13G
RTW Investments, LP — 13G

Percentages above are of 37,440,510 shares outstanding, as reported by ORUKA THERAPEUTICS INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

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About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from ORUKA THERAPEUTICS INC.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

ORUKA THERAPEUTICS INC. proxy season coverage: 2024-2025 (this page) · 2025-2026.

Cite this page

proxyvotesnow.com, “ORUKA THERAPEUTICS (ORKA) 2024-2025 Annual & Special Meetings”, https://proxyvotesnow.com/company/oruka-therapeutics-inc/2025 (version of November 8, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.