What was Janux Therapeutics (JANX) share participation at the 2026 annual meeting?

As of the April 17, 2026 record date, 60,961,546 common shares were outstanding and entitled to vote. Of these, 53,744,922 shares were present virtually or represented by proxy at the June 11, 2026 annual meeting, forming the basis for the reported voting results.

Shareholders back Janux Therapeutics (NASDAQ: JANX) board and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Janux Therapeutics, Inc. reported results of its 2026 Annual Meeting of Stockholders held on June 11, 2026. As of the April 17, 2026 record date, 60,961,546 shares of common stock were outstanding, and 53,744,922 shares were present or represented by proxy.

Stockholders elected Class II directors Natasha Hernday and Eric Dobmeier to serve until the 2029 annual meeting. They also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved, on an advisory basis, the compensation of named executive officers.

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

Shares outstanding at record date: 60,961,546 shares Shares present or by proxy: 53,744,922 shares Votes for Natasha Hernday: 42,850,103 votes +3 more

6 metrics

Shares outstanding at record date 60,961,546 shares Common stock outstanding and entitled to vote as of April 17, 2026

Shares present or by proxy 53,744,922 shares Shares present virtually or represented by proxy at June 11, 2026 meeting

Votes for Natasha Hernday 42,850,103 votes Election as Class II director

Votes for Eric Dobmeier 46,279,387 votes Election as Class II director

Auditor ratification votes for 53,560,969 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Say-on-pay votes for 42,749,182 votes Advisory approval of named executive officer compensation

Key Terms

broker non-votes, independent registered public accounting firm, advisory (non-binding) basis, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"The final voting results are as follows ... 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

"ratified the selection ... 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.

advisory (non-binding) basis financial

"approved, on an advisory (non-binding) basis, the compensation of our named executive officers"

Annual Meeting of Stockholders financial

"held the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

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Understanding 8-K Material Events →

Available on EDGAR 06/12/2026 - 04:07 PM Accepted by SEC EDGAR 06/12/2026 - 04:06 PM

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 11, 2026

Janux Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40475	82-2289112
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10955 Vista Sorrento Parkway, Suite 200 San Diego, California		92130
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 751-4493

N/A

(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 per share

     JANX

     Nasdaq Global 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 11, 2026, Janux Therapeutics, Inc. (the “Company”) held the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 17, 2026, the record date for the Annual Meeting, 60,961,546 shares of common stock were outstanding and entitled to vote at the Annual Meeting, of which 53,744,922 shares of common stock were present virtually or represented by proxy at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest round number.

Proposal 1: Election of Directors

The Company’s stockholders elected the two persons listed below as Class II directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. The final voting results are as follows:


Name of Director Elected	Votes For	Votes Withheld	Broker Non-Votes
Natasha Hernday	42,850,103	4,519,796	6,375,023
Eric Dobmeier	46,279,387	1,090,512	6,375,023

Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:


Votes For	Votes Against	Abstentions
53,560,969	113,446	70,507

Proposal 3: Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in the Proxy Statement. The final voting results are as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
42,749,182	4,574,376	46,341	6,375,023

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 thereunto duly authorized.


	JANUX THERAPEUTICS, INC.

Date: June 12, 2026	By:	/s/ David Campbell, Ph.D.
		David Campbell, Ph.D.
		President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Janux Therapeutics (JANX) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three key items: electing two Class II directors, ratifying Ernst & Young LLP as independent registered public accounting firm for 2026, and approving, on an advisory basis, executive compensation as disclosed in the proxy statement for the 2026 Annual Meeting.

Were Janux Therapeutics (JANX) directors re-elected at the 2026 annual meeting?

Yes. Shareholders elected Class II directors Natasha Hernday and Eric Dobmeier to serve until the 2029 annual meeting. Hernday received 42,850,103 votes for, while Dobmeier received 46,279,387 votes for, with broker non-votes recorded on both director elections.

Did Janux Therapeutics (JANX) shareholders approve the 2026 auditor ratification?

Yes. Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 53,560,969 votes for, 113,446 votes against, and 70,507 abstentions recorded on the auditor ratification proposal.

How did Janux Therapeutics (JANX) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory non-binding basis, compensation for named executive officers. The say-on-pay proposal received 42,749,182 votes for, 4,574,376 votes against, 46,341 abstentions, and 6,375,023 broker non-votes, reflecting support for the disclosed pay practices.

Filing Exhibits & Attachments

1 document