IDEAYA Director Faces Resistance as 45% of Shareholders Withhold Support

Rhea-AI Filing Summary

IDEAYA Biosciences held its 2025 Annual Meeting of Stockholders on June 24, 2025, where shareholders voted on three key proposals:

• Director Elections: Jeffrey L. Stein, Ph.D. was elected with strong support (69,077,770 votes for), while Scott W. Morrison received more divided support (42,132,938 votes for, 34,900,780 withheld)
• Auditor Ratification: PricewaterhouseCoopers LLP was approved as the independent auditor for FY2025 with overwhelming support (79,645,454 votes for)
• Executive Compensation: The non-binding advisory vote on executive compensation passed but showed significant dissent (59,798,805 for vs 17,040,207 against)

Out of 87,577,550 total outstanding shares eligible to vote, the meeting saw substantial shareholder participation. The split vote on Morrison's directorship and significant opposition to executive compensation suggests some shareholder concerns about governance and compensation practices.

Positive

• Dr. Jeffrey L. Stein received strong shareholder support with 69,077,770 votes (89.7% approval) for his re-election as Class III director
• The appointment of PricewaterhouseCoopers LLP as independent auditor was overwhelmingly approved with 79,645,454 votes in favor (99.5% approval)
• The say-on-pay proposal for executive compensation received majority approval with 59,798,805 votes in favor (77.6% of votes cast)

Negative

• Board member Scott W. Morrison received significantly lower shareholder support with only 42,132,938 votes (54.7% approval) and high withhold votes of 34,900,780, indicating potential shareholder concerns
• The relatively high number of votes against executive compensation (17,040,207 or 22.1%) suggests some shareholder dissatisfaction with management compensation practices

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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): June 24, 2025

IDEAYA Biosciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38915		47-4268251
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

5000 Shoreline Court, Suite 300

South San Francisco, California 94080

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 443-6209

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, $0.0001 par value per share		IDYA		The 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 24, 2025, IDEAYA Biosciences, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025. Only stockholders of record as of the close of business on April 28, 2025, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 87,577,550 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1. The election of two Class III directors to hold office until the 2028 annual meeting of stockholders or until their respective successors are elected:

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Jeffrey L. Stein, Ph.D.			69,077,770				7,955,948				3,030,741
Scott W. Morrison			42,132,938				34,900,780				3,030,741

Proposal 2. The ratification of the selection, by the Audit Committee of the Board of Directors of the Company, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025:

Votes For		Votes Against		Abstentions
79,645,454		228,609		190,397

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3. The non-binding, advisory vote to approve the compensation of the Company’s named executive officers:

Votes For		Votes Against		Abstentions		Broker Non-Votes
59,798,805		17,040,207		194,706		3,030,741

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				IDEAYA BIOSCIENCES, INC.
Date: June 24, 2025				By:		/s/ Yujiro Hata
						Yujiro Hata
						President and Chief Executive Officer

FAQ

What were the voting results for IDYA's director elections in June 2025?

At IDYA's 2025 Annual Meeting, Jeffrey L. Stein, Ph.D. received 69,077,770 votes in favor and 7,955,948 votes withheld, while Scott W. Morrison received 42,132,938 votes in favor and 34,900,780 votes withheld. Both were elected as Class III directors to serve until 2028.

Did IDYA shareholders approve PricewaterhouseCoopers as their auditor for 2025?

Yes, shareholders strongly approved PricewaterhouseCoopers LLP as IDYA's independent auditor for 2025, with 79,645,454 votes in favor, 228,609 votes against, and 190,397 abstentions.

How did IDYA shareholders vote on executive compensation in 2025?

In the non-binding advisory vote on executive compensation, IDYA shareholders voted in favor with 59,798,805 votes for, 17,040,207 votes against, and 194,706 abstentions. There were 3,030,741 broker non-votes.

What was the total number of IDYA shares eligible to vote at the June 2025 annual meeting?

As of the April 28, 2025 record date, 87,577,550 shares of IDYA's common stock were outstanding and entitled to vote at the Annual Meeting.

Which IDYA director received significantly less shareholder support in the 2025 election?

Scott W. Morrison received notably less shareholder support, with only 42,132,938 votes in favor compared to 34,900,780 votes withheld, while Jeffrey L. Stein received much stronger support with 69,077,770 votes in favor and only 7,955,948 votes withheld.