Business Context and Reporting Period
This Form 8-K Current Report from Oric Pharmaceuticals, Inc. covers events occurring on June 18, 2026, specifically the Company's Annual Meeting of Stockholders. The filing details the results of shareholder votes and the effective date of amendments to the Company's equity incentive plan.
Key Financial Metrics
This filing is a current report regarding corporate governance and equity plan amendments. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial performance metrics.
Material Changes and Corporate Actions
Amended and Restated 2020 Equity Incentive Plan
Effective June 18, 2026, the Company amended its 2020 Equity Incentive Plan with the following changes:
- Evergreen Provision: Removed the annual limit of 2,656,500 shares; reduced the annual increase from 5% to 4% of outstanding common stock.
- ISO Cap: Set the maximum number of shares issuable under incentive stock options to 10,000,000, subject to the plan's share reserve.
- Restrictions: Eliminated the administrator's ability to implement programs allowing the surrender/cancellation of awards for cash or other awards, transfer of awards to third parties, or reduction of exercise prices.
Annual Meeting Voting Results
As of the record date (April 20, 2026), 103,517,562 shares were outstanding. 94,571,281 shares (91.36%) were represented at the meeting. All five proposals were approved:
- Proposal 1 (Directors): Elected Jacob M. Chacko, M.D. (98.6% For) and Mardi C. Dier (89.9% For).
- Proposal 2 (Auditor): Ratified KPMG LLP (99.96% For).
- Proposal 3 (Equity Plan): Approved the amended plan (69.1% For).
- Proposal 4 (Say-on-Pay): Approved executive compensation (98.6% For).
- Proposal 5 (Say-on-Pay Frequency): Approved annual advisory votes (99.9% For).
Guidance, Outlook, and Risks
The filing does not provide management commentary on business outlook, financial guidance, or specific risk factors beyond the standard incorporation by reference of the definitive proxy statement. No unusual items or contingencies were disclosed in this specific report.
Investor Verification Checklist
- Verify the impact of the reduced "evergreen" share increase (4% vs. 5%) on future dilution.
- Review the full text of the Amended and Restated 2020 Equity Incentive Plan (Exhibit 10.1) for specific terms regarding the 10,000,000 ISO cap.
- Confirm the tenure of the newly elected Class III directors (serving until the 2029 annual meeting).
- Note that the "Say-on-Pay" vote frequency is now set to annual, with the next frequency vote due no later than the 2032 annual meeting.