Fate Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

FATE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below in Item 5.07 of this Current Report on Form 8-K, on June 12, 2026, the stockholders of Fate Therapeutics, Inc. (the “Company”) approved a third amendment and restatement of the Company’s 2022 Stock Option and Incentive Plan (as so amended and restated, the “2022 A&R Plan”) to increase the maximum number of shares available under such plan by an additional 7,000,000 shares. A copy of the 2022 A&R Plan, including the form of award agreements under the 2022 A&R Plan, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.

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

The following proposals were submitted to the Company’s stockholders at the Annual Meeting of Stockholders held on June 12, 2026 (the “Annual Meeting”):

(i) The election of three Class I Directors, as nominated by the board of directors (the “Board”) of the Company, to hold office until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

(ii) The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026;

(iii) A non-binding advisory vote to approve the compensation of the Company’s named executive officers as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”); and

(iv) The approval of an amendment to the Company’s Amended and Restated 2022 Stock Option and Incentive Plan to increase the number of shares of the Company’s common stock (“Common Stock”) reserved for issuance by 7,000,000 shares.

Each of the proposals are described in detail in the Proxy Statement.

The number of shares of Common Stock entitled to vote at the Annual Meeting was 116,281,693, which is the number of holders of record as of April 15, 2026, the record date for the Annual Meeting. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 87,134,422. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

(i) Election of Class I Directors.

(ii) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

(iii) Non-binding advisory vote on the compensation of the Company’s named executive officers.

(iv) Approval of an amendment and restatement of the 2022 A&R Plan to increase the number of shares of Common Stock reserved for issuance thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.