Denali Therapeutics shareholders approve directors and pay

Denali Therapeutics Inc. reported the results of its annual stockholder meeting held on June 3, 2026.

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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.

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, or 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Denali Therapeutics (DNLI) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing three Class III directors, ratifying Ernst & Young LLP as auditor for 2026, and approving, on an advisory basis, the compensation of named executive officers as described in the company’s proxy statement.

How many Denali Therapeutics (DNLI) shares were represented at the 2026 annual meeting?

A total of 137,986,127 shares of common stock were represented in person or by proxy, out of 158,675,498 shares outstanding as of April 9, 2026, corresponding to 86.96% of the voting power at the meeting.

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.

Did Denali Therapeutics (DNLI) shareholders ratify Ernst & Young LLP as auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 137,516,267 votes for, 420,305 votes against, and 49,555 abstentions recorded on the proposal.

How did Denali Therapeutics shareholders vote on executive compensation in 2026?

Shareholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 117,038,745 votes for, 7,088,810 votes against, 717,733 abstentions, and 13,140,839 broker non-votes reported on this say-on-pay proposal.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 06:43 PM EDT

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 3, 2026

Denali Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38311

46-3872213

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation)

File Number)

Identification No.)

161 Oyster Point Blvd.

South San Francisco, California 94080

(Address of principal executive offices, including zip code)

(650) 866-8547

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last reports)

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	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DNLI	Nasdaq Global Select 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 3, 2026, Denali Therapeutics Inc. (the “Company”) held its annual meeting of stockholders. Of the 158,675,498 shares of common stock outstanding as of April 9, 2026, the record date for the meeting, 137,986,127 shares of common stock were represented at the meeting in person or by proxy, constituting 86.96% of the outstanding common stock entitled to vote. The matters voted upon at the meeting and the vote with respect to each such matter are set forth below:

Proposal 1 - Election of Directors

Election of three Class III directors to hold office until the 2029 annual meeting of stockholders. Each of the following nominees was elected to serve as a Class III director, to hold office until the Company’s 2029 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified or his or her earlier resignation or removal.


Nominees	For	Withheld	Broker Non-Votes
Jennifer Cook	75,998,259	48,847,029	13,140,839
David Schenkein, M.D.	91,814,688	33,030,600	13,140,839
Ryan Watts, Ph.D.	121,220,572	3,624,716	13,140,839

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified based on the following results of voting:


For	Against	Abstain	Broker Non-Votes
137,516,267	420,305	49,555	—

Proposal 3 - Advisory Vote to Approve Executive Compensation

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.


For	Against	Abstain	Broker Non-Votes
117,038,745	7,088,810	717,733	13,140,839

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

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 hereunto duly authorized.


		DENALI THERAPEUTICS INC.

Date:	June 3, 2026	By:	/s/ Alexander O. Schuth
			Alexander O. Schuth, M.D.
			Chief Operating and Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents