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 09, 2026

INTELLIA THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37766

36-4785571

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

40 Erie Street, Suite 130

Cambridge, Massachusetts

02139

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code:857285-6200

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

Common Stock, par value $0.0001 per share

NTLA

The Nasdaq Global Market

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 9, 2026, Intellia Therapeutics, Inc. (the "Company") held its Annual Meeting to consider and vote on the three proposals set forth below, each of which is described in detail in the Proxy Statement. The following is a summary of the matters voted on at the Annual Meeting.

a)

The stockholders of the Company elected each of Muna Bhanji, R.Ph., Brian Goff and Jesse Goodman, M.D., M.P.H., as a class I director, for a three-year term ending at the annual meeting of stockholders to be held in 2029 and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. The results of the stockholders’ vote with respect to the election of the class I directors were as follows:

Votes

Votes

Broker

Name

For

Against

Abstain

Non-Votes

Muna Bhanji, R.Ph.

57,065,465

1,610,941

62,082

30,124,178

Brian Goff

46,090,644

12,582,130

65,714

30,124,178

Jesse Goodman, M.D., M.P.H.

43,004,221

15,686,289

47,978

30,124,178

b)

The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such ratification were as follows:

Votes

Votes

Broker

For

Against

Abstain

Non-Votes

87,833,534

779,540

249,592

-

c)

The stockholders of the Company approved, on a non-binding advisory basis, the compensation of our named executive officers. The results of the stockholders’ vote with respect to the approval of the compensation of our named executive officers were as follows:

Votes

Votes

Broker

For

Against

Abstain

Non-Votes

44,806,637

13,821,404

110,447

30,124,178

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.


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.

Intellia Therapeutics, Inc.

Date: June 10, 2026

By:

/s/ John M. Leonard

Name: John M. Leonard

Title: Chief Executive Officer and President