{"url_path":"/sec/fate/8-k/2026-06-15/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1434316/0001193125-26-271055-index.html","accession_number":"0001193125-26-271055","cik":"0001434316","ticker":"FATE","issuer_name":"FATE THERAPEUTICS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1434316/0001193125-26-271055-index.html","primary_entity_key":"0001434316","primary_entity_name":"FATE THERAPEUTICS INC"},"word_count":420,"has_tables":true,"body_markdown":"## Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nThe following proposals were submitted to the Company’s stockholders at the Annual Meeting of Stockholders held on June 12, 2026 (the “Annual Meeting”):\n\n(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;\n\n \n\n(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;\n\n(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\n\n(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.\n\nEach of the proposals are described in detail in the Proxy Statement.\n\nThe 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.\n\nThe 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:\n\n(i) Election of Class I Directors.\n\n \n\nDirector Nominee\n\n \n\nFor\n\n \n\nWithheld\n\n \n\nBroker Non-Votes\n\n \n\nRobert S. Epstein, M.D., M.S.\n\n \n\n59,332,820\n\n \n\n1,717,842\n\n \n\n26,083,760\n\n \n\nKarin Jooss, Ph.D.\n\n \n\n59,655,584\n\n \n\n1,395,078\n\n \n\n26,083,760\n\n \n\nLaura J. Hamill\n\n \n\n60,850,004\n\n \n\n200,658\n\n \n\n26,083,760\n\n \n\n \n\n(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.\n\n \n\n \n\nFor\n\n \n\nAgainst\n\n \n\nAbstain\n\n \n\nBroker Non-Votes\n\n \n\n \n\n86,552,927\n\n \n\n308,582\n\n \n\n272,913\n\n \n\n0\n\n \n\n \n\n(iii) Non-binding advisory vote on the compensation of the Company’s named executive officers.\n\n \n\n \n\nFor\n\n \n\nAgainst\n\n \n\nAbstain\n\n \n\nBroker Non-Votes\n\n \n\n \n\n59,168,689\n\n \n\n1,808,669\n\n \n\n73,304\n\n \n\n26,083,760\n\n \n\n \n\n \n\n(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.\n\n \n\n \n\nFor\n\n \n\nAgainst\n\n \n\nAbstain\n\n \n\nBroker Non-Votes\n\n \n\n \n\n46,645,607\n\n \n\n14,304,810\n\n \n\n100,245\n\n \n\n26,083,760"}