Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Fate Therapeutics, Inc. 2022 Stock Option and Incentive Plan

On June 9, 2022, at the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Fate Therapeutics, Inc. (the "Company"), the stockholders of the Company approved the Company's 2022 Stock Option and Incentive Plan (the "2022 Plan").

A detailed summary of the material features of the 2022 Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 25, 2022 (the "Proxy Statement"). That summary is qualified in its entirety by reference to the text of the 2022 Plan, which is filed as Annex A to the Proxy Statement and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The following proposals were submitted to the stockholders at the Annual Meeting held on June 9, 2022:

(i) The election of three Class III Directors, as nominated by the Board of Directors, to hold office until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

(ii) The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022;

(iii) A non-binding advisory vote to approve the compensation of the Company's named executive officers as set forth in the Proxy Statement; and

(iv) A vote to approve the 2022 Plan.

The proposals are described in detail in the Proxy Statement.

The number of shares of common stock entitled to vote at the Annual Meeting was 96,584,746. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 90,212,605. All matters submitted to a vote of the Company's stockholders at the Annual Meeting were approved and all director nominees were elected.

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

(a) Election of Class III Directors.

Director Nominee Votes For Votes Withheld Timothy P. Coughlin 83,620,915

            1,125,464
J. Scott Wolchko        84,498,408              247,971
Dr. Shefali Agarwal     69,721,487           15,024,892

There were 5,466,226 broker non-votes regarding the election of directors.

(b) Ratification of Auditors.

Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the voting included 90,113,935 votes for 69,335 votes against, and 29,335 votes abstained.

There were zero broker non-votes regarding this proposal.

(c) Non-binding Advisory Vote on Compensation of Named Executive Officers.



 Votes For        Votes Against       Abstain
  75,409,609           9,055,375       281,395

There were 5,466,226 broker non-votes regarding this proposal.



(d) Approval of the 2022 Plan
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 Votes For        Votes Against      Abstain
  61,491,380          23,170,262       84,737

There were 5,466,226 broker non-votes regarding this proposal.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit No.                                   Description
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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