Dianthus (NASDAQ: DNTH) investors approve board, pay and auditor

Rhea-AI Filing Summary

Dianthus Therapeutics reported results from its annual stockholder meeting held on May 21, 2026. Stockholders elected Sujay Kango, Anne McGeorge and Jonathan Violin, Ph.D. as Class II directors to serve until the 2029 annual meeting. An advisory vote approved executive compensation, with 41,004,507 votes for and 1,713,043 against. Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 46,298,319 votes for and minimal opposition.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for Kango: 42,739,315 votes Votes for McGeorge: 34,814,377 votes Votes for Violin: 42,799,946 votes +4 more

7 metrics

Votes for Kango 42,739,315 votes For election of director Sujay Kango

Votes for McGeorge 34,814,377 votes For election of director Anne McGeorge

Votes for Violin 42,799,946 votes For election of director Jonathan Violin, Ph.D.

Say-on-pay support 41,004,507 votes For advisory vote on executive compensation

Say-on-pay opposition 1,713,043 votes Against advisory vote on executive compensation

Auditor ratification for votes 46,298,319 votes For ratifying Deloitte & Touche LLP as 2026 auditor

Auditor ratification abstentions 500,471 votes Abstain on ratifying Deloitte & Touche LLP

Key Terms

broker non-votes, advisory vote on executive compensation, independent registered public accounting firm, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"The votes cast at the Annual Meeting vote with respect to the election of each Class II director were as follows"

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.

advisory vote on executive compensation financial

"Proposal 2 – Advisory Vote on Executive Compensation The Company’s stockholders approved, on an advisory basis, the compensation paid"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

Annual Meeting of Stockholders financial

"the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote on the three proposals"

Understanding 8-K Material Events →

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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): May 21, 2026

DIANTHUS THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-38541	81-0724163
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7 Times Square 43rd Floor
New York, New York				10036
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (929) 999-4055

(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, $0.001 Par Value		DNTH		The Nasdaq Capital 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 May 21, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 9, 2026. The final voting results for the Annual Meeting are set forth below.

Proposal 1 – Election of Class II Directors

The Company’s stockholders elected Sujay Kango, Anne McGeorge and Jonathan Violin, Ph.D. as Class II directors, to serve until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. The votes cast at the Annual Meeting vote with respect to the election of each Class II director were as follows:

Nominees		For		Withheld		Broker Non-Votes
Sujay Kango		42,739,315		479,199		3,585,554
Anne McGeorge		34,814,377		8,404,137		3,585,554
Jonathan Violin, Ph.D		42,799,946		418,568		3,585,554

Proposal 2 – Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The results of the stockholders’ vote with respect to Proposal 2 were as follows:

For		Against		Abstain		Broker Non-Votes
41,004,507		1,713,043		500,964		3,585,554

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders 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:

For		Against		Abstain		Broker Non-Votes
46,298,319		5,279		500,471		—

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 hereunto duly authorized.

			DIANTHUS THERAPEUTICS, INC.
Date:	May 22, 2026	By:	/s/ Adam M. Veness, Esq.
			Adam M. Veness, Esq. SVP, General Counsel and Secretary

FAQ

What did Dianthus Therapeutics (DNTH) stockholders decide at the 2026 annual meeting?

Dianthus Therapeutics stockholders elected three Class II directors, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent auditor for 2026. All three management proposals received strong support based on the reported vote totals.

Which directors were elected at the Dianthus Therapeutics (DNTH) 2026 annual meeting?

Stockholders elected Sujay Kango, Anne McGeorge and Jonathan Violin, Ph.D. as Class II directors. They will serve until the 2029 annual meeting and until their successors are duly elected and qualified, or until earlier death, resignation or removal under the company’s governance framework.

How did Dianthus Therapeutics (DNTH) stockholders vote on executive compensation?

Stockholders approved the compensation of named executive officers on an advisory basis. The vote totaled 41,004,507 shares for, 1,713,043 against and 500,964 abstentions, with 3,585,554 broker non-votes recorded under the say-on-pay proposal at the annual meeting.

Which auditing firm did Dianthus Therapeutics (DNTH) stockholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 46,298,319 for, 5,279 against and 500,471 abstaining, with no broker non-votes reported for this proposal.

What were the vote results for Dianthus Therapeutics director nominee Jonathan Violin, Ph.D.?

Jonathan Violin, Ph.D. received 42,799,946 votes for and 418,568 votes withheld, with 3,585,554 broker non-votes. These results confirm his election as a Class II director to serve until the 2029 annual meeting, subject to earlier death, resignation or removal.

Did broker non-votes affect the Dianthus Therapeutics (DNTH) say-on-pay outcome?

Broker non-votes were reported but did not prevent approval of the advisory say-on-pay proposal. The vote showed 41,004,507 shares for, 1,713,043 against, 500,964 abstentions and 3,585,554 broker non-votes, indicating ample support for the executive compensation resolution overall.

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