Denali Therapeutics (DNLI) 2026 meeting backs board slate, auditor and executive pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Denali Therapeutics Inc. reported the results of its annual stockholder meeting held on June 3, 2026. Of the 158,675,498 shares of common stock outstanding as of April 9, 2026, 137,986,127 were represented in person or by proxy, representing 86.96% of shares entitled to vote.
Stockholders elected three Class III directors to serve until the 2029 annual meeting: Jennifer Cook, David Schenkein, M.D., and Ryan Watts, Ph.D. Each received more votes “for” than “withheld,” with Ryan Watts, Ph.D. receiving 121,220,572 votes in favor.
Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 137,516,267 votes for, 420,305 against, and 49,555 abstentions. In an advisory vote, stockholders approved the compensation of the named executive officers, with 117,038,745 votes for and 7,088,810 against.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares outstanding: 158,675,498 shares
Shares represented: 137,986,127 shares
Votes for auditor: 137,516,267 votes
+3 more
6 metrics
Shares outstanding
158,675,498 shares
Common stock outstanding as of April 9, 2026 record date
Shares represented
137,986,127 shares
Shares present in person or by proxy at meeting; 86.96% turnout
Votes for auditor
137,516,267 votes
For ratification of Ernst & Young LLP as 2026 auditor
Votes for executive pay
117,038,745 votes
For advisory approval of named executive officer compensation
Votes for Ryan Watts, Ph.D.
121,220,572 votes
For election as Class III director until 2029 annual meeting
Meeting participation
86.96%
Percentage of outstanding common stock entitled to vote represented
Key Terms
broker non-votes, independent registered public accounting firm, non-binding, advisory basis, Class III directors
4 terms
broker non-votes financial
"Nominees | For | Withheld | Broker Non-Votes"
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
"appointment of Ernst & Young LLP as the Company’s 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.
non-binding, advisory basis financial
"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
Class III directors financial
"Election of three Class III directors to hold office until the 2029 annual meeting"
Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.
FAQ
Were Denali Therapeutics’ Class III director nominees elected in 2026?
Yes. Jennifer Cook, David Schenkein, M.D., and Ryan Watts, Ph.D. were each elected as Class III directors, to serve until the 2029 annual meeting or until a successor is elected and qualified or earlier resignation or removal, receiving more votes for than withheld.
What was the quorum level at Denali Therapeutics’ June 2026 annual meeting?
The meeting achieved a strong quorum, with 137,986,127 shares represented out of 158,675,498 outstanding as of the April 9, 2026 record date, meaning 86.96% of the common stock entitled to vote participated, either in person or by proxy.