[8-K] Vera Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Vera Therapeutics, Inc. reported results from its 2026 Annual Meeting of Stockholders. As of the March 24, 2026 record date, 71,713,905 shares of Class A common stock were outstanding and entitled to vote.

Stockholders elected three Class II directors to terms ending at the 2029 annual meeting: Michael M. Morrisey, Ph.D. (45,288,710 votes for, 13,814,671 withheld, 2,863,469 broker non-votes), Patrick G. Enright (54,697,296 for, 4,406,085 withheld, 2,863,469 broker non-votes), and James R. Meyers (58,946,269 for, 157,112 withheld, 2,863,469 broker non-votes).

Stockholders also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 61,834,842 votes for, 44,710 against, and 87,298 abstentions. In an advisory vote, stockholders approved executive compensation, with 56,585,568 votes for, 2,433,537 against, 84,276 abstentions, and 2,863,469 broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 71,713,905 shares Votes for Morrisey: 45,288,710 votes Votes for Enright: 54,697,296 votes +3 more

6 metrics

Shares entitled to vote 71,713,905 shares Class A common stock outstanding as of March 24, 2026 record date

Votes for Morrisey 45,288,710 votes Election of Class II director Michael M. Morrisey, Ph.D.

Votes for Enright 54,697,296 votes Election of Class II director Patrick G. Enright

Votes for Meyers 58,946,269 votes Election of Class II director James R. Meyers

Auditor ratification for votes 61,834,842 votes For ratification of KPMG LLP as 2026 independent auditor

Say-on-pay for votes 56,585,568 votes Advisory approval of executive compensation

Key Terms

Broker Non-Votes, independent registered public accounting firm, advisory vote on executive compensation, Audit Committee, +1 more

5 terms

Broker Non-Votes financial

"Votes For | Votes Withheld | Broker Non-Votes Michael M. Morrisey, Ph.D."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the selection ... of KPMG LLP as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote on executive compensation financial

"Proposal 3 – Advisory Vote on Executive Compensation."

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

Audit Committee financial

"selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

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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

Date of Report (Date of earliest event reported): May 21, 2026

Vera Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40407	81-2744449
(State or other jurisdiction of incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2000 Sierra Point Parkway, Suite 1200
Brisbane, California				94005
(Address of principal executive offices)				(Zip Code)

(650) 770-0077

Registrant’s telephone number, including area code

Not Applicable

(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:

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.001 par value per share		VERA		The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 21, 2026, Vera Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of March 24, 2026, the record date for the Annual Meeting, 71,713,905 shares of Class A common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. Each matter is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 9, 2026 (the “Proxy Statement”).

Proposal 1– Election of Directors.

The Company’s stockholders elected the three persons listed below as Class II Directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or, if sooner, such director’s death, resignation or removal. The final voting results are as follows:

	Votes For	Votes Withheld	Broker Non-Votes
Michael M. Morrisey, Ph.D.	45,288,710	13,814,671	2,863,469
Patrick G. Enright	54,697,296	4,406,085	2,863,469
James R. Meyers	58,946,269	157,112	2,863,469

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026. The final voting results are as follows:

For	Against	Abstain
61,834,842	44,710	87,298

Proposal 3 – Advisory Vote on Executive Compensation.

The Company’s stockholders approved, on an advisory basis, the compensation awarded to the Company’s named executive officers, as disclosed in the Proxy Statement. The final voting results are as follows:

For	Against	Abstain	Broker Non-Votes
56,585,568	2,433,537	84,276	2,863,469

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 thereunto duly authorized.

			Vera Therapeutics, Inc.
Date:	May 26, 2026	By:	/s/ Marshall Fordyce, M.D.
			Marshall Fordyce, M.D.
			Chief Executive Officer

Filing Exhibits & Attachments

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