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Atara Biotherapeutics, Inc.

For the period ended Jun 10, 2025. Filed Apr 28, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2025 · Filed Apr 28, 2025

ATRA$7.87-1.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant☒
Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

Atara Biotherapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

ATARA BIOTHERAPEUTICS, INC.

1280 Rancho Conejo Boulevard

Thousand Oaks, CA 91320

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 10, 2025

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Atara Biotherapeutics, Inc., a Delaware corporation. The meeting will be held virtually via live audio webcast on June 10, 2025 at 9:00 a.m. Pacific time for the following purposes:

To elect our three nominees for director named in the accompanying Proxy Statement to hold office until the 2028 Annual Meeting of Stockholders;

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement accompanying this Notice;

To approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers;

To ratify the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice. This Notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information. You should access and review all proxy materials before voting. The Proxy Statement accompanying this Notice contains instructions on how to access our proxy materials and vote online, or in the alternative, request a paper copy of the proxy materials and a proxy card. The record date for the Annual Meeting is April 15, 2025 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

To increase access for all our stockholders, we have determined that it is prudent to hold this year’s Annual Meeting in a virtual-only format via live audio webcast. You may attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/ATRA2025. To participate in the Annual Meeting, you will need the 16-digit control number that appears on your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials. Refer to the “Questions and Answers About These Proxy Materials and Voting” section of the accompanying Proxy Statement for detailed procedures regarding attending, submitting questions and voting at the virtual Annual Meeting.

A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours for ten days prior to the meeting for any purpose germane to the meeting at our corporate headquarters at 1280 Rancho Conejo Boulevard, Thousand Oaks, CA 91320. The stockholder list will also be available during the meeting at www.virtualshareholdermeeting.com/ATRA2025.

By Order of the Board of Directors

/s/ AnhCo Nguyen

AnhCo Nguyen PhD

President and Chief Executive Officer

Thousand Oaks, California

April 28, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 10, 2025 at 9:00 a.m. Pacific time held virtually at www.virtualshareholdermeeting.com/ATRA2025. The Proxy Statement and Atara’s Annual Report on Form 10-K for the fiscal year 2024 are available electronically at www.proxyvote.com.Proxy materials or this Notice are being first released or mailed on or about April 29, 2025, to all stockholders entitled to vote at the Annual Meeting. In accordance with rules and regulations adopted by the Securities and Exchange Commission, instead of mailing a printed copy of our proxy materials to each record stockholder, we may furnish proxy materials by providing internet access to those documents.You are cordially invited to attend the Annual Meeting virtually via live audio webcast. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy card mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Stockholders who attend the virtual Annual Meeting should follow instructions at www.virtualshareholdermeeting.com/ATRA2025 to vote online during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the virtual Annual Meeting, you must follow the instructions from that record holder.

TABLE OF CONTENTS

Page
Questions and Answers About These Proxy Materials and Voting1
Proposal 1: Election of Directors7
Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting7
Information Regarding the Board of Directors and Corporate Governance10
Proposal 2: Advisory Vote on Executive Compensation21
Proposal 3: Advisory Vote on the Frequency of Stockholder Advisory Votes on Executive Compensation22
Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm23
Security Ownership of Certain Beneficial Owners and Management24
Executive Officers26
Executive Compensation26
Transactions with Related Persons and Indemnification48
Householding of Proxy Materials49
Other Matters50

ATARA BIOTHERAPEUTICS, INC.

1280 Rancho Conejo Boulevard, Thousand Oaks, CA 91320

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.