OnKure Therapeutics holders approve equity plan adding 3,231,638 shares

OnKure Therapeutics, Inc. (Nasdaq: OKUR) stockholders approved an amended and restated 2024 Equity Incentive Plan at the company's annual meeting on June 3, 2026, according to an 8-K filed June 4, 2026. The plan took effect that day. Stockholders voted on three proposals at that meeting: the election of directors, the auditor ratification and the plan. The 8-K describes three changes: a one-time increase in the reserve, removal of the annual cap on the plan's evergreen provision, and a limit on how many shares can be issued as incentive stock options.

What the plan now allows

The one-time increase adds 3,231,638 shares to the reserve, which the 8-K puts at about 8% of outstanding shares. The evergreen provision adds shares to the reserve each year. Before the change, the annual addition was capped at 2,407,100 shares. The amended plan removes that cap and keeps the annual increase at 5% of outstanding shares. Without a fixed cap, each year's addition rises as the share count rises. The 8-K restates the old cap as 24,071,000 shares before OnKure's 1-for-10 reverse stock split, effective October 4, 2024. It gives no number for the new limit on incentive stock options.

The vote

The plan received 16,431,575 votes for, 3,490,523 against and 1,895 abstentions. Broker non-votes, listed separately, totaled 5,466,123. Among the directors, R. Michael Carruthers had 147,236 votes withheld, Edward T. Mathers had 68,597, and Valerie M. Jansen, M.D., Ph.D. had 2,127,074, the largest number withheld of the three. All three were elected as Class II directors until the 2029 annual meeting. Stockholders also ratified KPMG LLP as the auditor for the year ending December 31, 2026, with 25,329,425 votes for and 60,370 against.

The financial backdrop

The company's 2025 annual report, filed March 12, 2026, shows a net loss of $59.5 million for 2025, up from $52.7 million in 2024. Research and development expense rose to $48.3 million from $43.8 million. Cash used in operations was $51.8 million in 2025, against $51.1 million in 2024. Cash and cash equivalents were $110.8 million at year-end 2024. The same financial data report no revenue for 2024.

The same report describes OKI-219, the company's lead product candidate, as a highly selective inhibitor of mutant PI3Kα in breast cancer. It calls the pharmacokinetic data for OKI-219 preliminary, with a data cutoff of October 28, 2024. The company's own summary of those preliminary data says OKI-219 was well tolerated, with no hyperglycemia, stomatitis or rash at any dose and all treatment-related adverse events graded 1. Of 14 patients on doses of 600 mg twice daily or more, 13 remained on study as of the cutoff. Two patients on 300 mg had prolonged stable disease. Stable disease is not a response rate, and the company's summary of these data gives none. The company expects data from the monotherapy and fulvestrant arms, with initial triplet data, in 2026.

What the filing leaves out

The 8-K does not give the number of shares outstanding, the grants planned under the plan or the value of the reserve. It does not say how the new incentive stock option limit compares with the old one. The plan's full terms appear in the proxy statement filed April 21, 2026, which the 8-K incorporates by reference. Those terms are needed to measure the dilution from the plan, which this 8-K alone cannot show.

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