Oruka Therapeutics (ORKA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 2, 2025, to be held virtually, with record date set as April 7, 2025.

• Key proposals include election of two Class I directors, ratification of auditor, advisory votes on executive compensation, and frequency of future say-on-pay votes.

• Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for annual say-on-pay votes.

• 2024 marked a major transition with a merger, new leadership, and a strategic focus on novel biologics for chronic skin diseases.

Voting matters and shareholder proposals

• Four proposals: elect two Class I directors, ratify PricewaterhouseCoopers LLP as auditor, advisory approval of executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends: FOR all director nominees, FOR auditor ratification, FOR executive compensation, and ONE-YEAR frequency for say-on-pay.

• Shareholders may submit additional proposals or nominations for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

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

• Board leadership is separated between Chair and CEO roles; majority of directors are independent per Nasdaq rules.

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

• Board emphasizes diversity, annual governance review, and encourages direct shareholder engagement.