8-K

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): June 10, 2025

Atara Biotherapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-36548

46-0920988

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1280 Rancho Conejo Blvd

Thousand Oaks, California

91320

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (805) 632-4211

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 (see General Instruction A.2. below):

☐	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 pursuant to Section 12 (b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, par value $0.0001 per share

ATRA

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 June 10, 2025, Atara Biotherapeutics, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”).

1. Election of Directors


Nominee	For	Withheld	Broker Non-Votes
AnhCo Nguyen Ph.D.	2,708,978	327,062	1,497,684
Matthew K. Fust	2,578,165	457,875	1,497,684
Gregory A. Ciongoli	2,992,042	43,998	1,497,684

Each of the three nominees for director was elected to serve until the 2028 annual meeting of stockholders and until their respective successors are elected.

2. Advisory vote to approve on the compensation of the Company’s named executive officers


For	Against	Abstain	Broker Non-Votes
2,979,311	43,445	13,284	1,497,684

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

3. Advisory vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers


One Year	Two Years	Three Years	Abstentions
2,999,520	6,745	13,205	16,570

The stockholders approved, on an advisory basis, the frequency of one year for future stockholder advisory votes regarding compensation awarded to named executive officers. In light of the vote of the stockholders on this proposal and consistent with the Company’s Board of Directors’ recommendation, the Company will include a non-binding stockholder advisory vote to approve the compensation of its named executive officers in its proxy materials every year. The Company will hold such annual advisory votes until the next required vote on the frequency of stockholder votes on named executive officer compensation. The Company is required to hold votes on the frequency of holding future non-binding advisory votes on executive compensation every six calendar years.

4. Ratification of appointment of independent registered public accounting firm


For	Against	Abstentions
4,386,460	68,678	78,586

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

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.


Atara Biotherapeutics, Inc.

By:		/s/ AnhCo Nguyen Ph.D.
		AnhCo Nguyen Ph.D.
		President and Chief Executive Officer

Date: June 11, 2025

SEC Form 8-K filed by Atara Biotherapeutics Inc.