Syndax (NASDAQ: SNDX) investors back 2026 equity plan and new ESPP

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Syndax Pharmaceuticals, Inc. reported results from its June 10, 2026 annual stockholder meeting, where all proposals passed. Stockholders approved the 2026 Equity Incentive Plan, which reserves 7,200,000 shares of common stock plus shares that may return from expired or forfeited awards under the prior 2015 plan.

They also approved a new 2026 Employee Stock Purchase Plan to replace the 2015 plan, with U.S. and non-U.S. components, both effective June 10, 2026. Stockholders elected all nominated directors, gave advisory approval to executive compensation, and ratified the company’s independent public accounting firm.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

2026 equity plan reserve: 7,200,000 shares Equity plan approval votes for: 33,333,263 Equity plan approval votes against: 25,392,051 +3 more

6 metrics

2026 equity plan reserve 7,200,000 shares Shares of common stock reserved under 2026 Equity Incentive Plan

Equity plan approval votes for 33,333,263 Votes for Proposal 4 approving the 2026 Equity Incentive Plan

Equity plan approval votes against 25,392,051 Votes against Proposal 4 approving the 2026 Equity Incentive Plan

2026 ESPP approval votes for 58,661,941 Votes for Proposal 5 approving the 2026 Employee Stock Purchase Plan

Say-on-pay votes for 55,688,039 Votes for Proposal 2 advisory approval of executive compensation

Auditor ratification votes for 66,603,912 Votes for Proposal 3 ratifying the independent registered public accounting firm

Key Terms

2026 Equity Incentive Plan, 2015 Omnibus Incentive Plan, 2026 Employee Stock Purchase Plan, Section 423 of the Code, +1 more

5 terms

2026 Equity Incentive Plan financial

"the Company’s stockholders approved the Company’s 2026 Equity Incentive Plan (the “2026 Plan”)"

2015 Omnibus Incentive Plan financial

"No further awards will be granted under the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”)"

2026 Employee Stock Purchase Plan financial

"the Company’s stockholders also approved the Company’s 2026 Employee Stock Purchase Plan (the “2026 ESPP”)"

Section 423 of the Code financial

"designed to allow eligible U.S. employees to purchase Company common stock in a manner that may qualify for favorable tax treatment under Section 423 of the Code"

broker non-votes financial

"The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter"

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.

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Understanding 8-K Material Events →

06/10/2026 - 04:15 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 10, 2026

    

SYNDAX PHARMACEUTICALS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37708	32-0162505
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

730 THIRD AVENUE FLOOR 9
NEW YORK, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (781) 419-1400

    

(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	SNDX	The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Syndax Pharmaceuticals, Inc. (the “Company”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the Company’s 2026 Equity Incentive Plan (the “2026 Plan”), which the Board of Directors of the Company (the “Board”) previously approved, subject to stockholder approval at the Annual Meeting. As a result, the 2026 Plan became effective on June 10, 2026. No further awards will be granted under the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) following its expiration on March 6, 2026.

The 2026 Plan provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates.

The 2026 Plan provides for the reservation of 7,200,000 shares of the Company’s common stock, plus the number of shares that become available for delivery under the 2015 Plan with respect to Existing Awards (as defined below) in accordance with the share recycling provisions described below. If all or any portion of an award granted under the 2015 Plan that is outstanding as of June 10, 2026 (an “Existing Award”), expires or is cancelled, forfeited, exchanged, settled for cash or otherwise terminated without the actual delivery of shares, any shares subject to such Existing Award will again be available for new awards under the 2026 Plan. Any shares withheld or surrendered in payment of any taxes relating to Existing Awards (other than options or stock appreciation rights) will be again available for new awards under the 2026 Plan.

At the Annual Meeting, the Company’s stockholders also approved the Company’s 2026 Employee Stock Purchase Plan (the “2026 ESPP”), which the Board previously approved, subject to stockholder approval at the Annual Meeting. The 2026 ESPP is the successor to the Company’s 2015 Employee Stock Purchase Plan (the “2015 ESPP”). The purpose of the 2026 ESPP is to secure and retain the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward our success and that of our affiliates. The 2026 ESPP includes two components. One component is designed to allow eligible U.S. employees to purchase Company common stock in a manner that may qualify for favorable tax treatment under Section 423 of the Code. The other component permits the grant of purchase rights that do not qualify for such favorable tax treatment in order to allow deviations necessary to permit participation by eligible employees who are foreign nationals or employed outside of the U.S. while complying with applicable foreign laws. The 2026 ESPP has an effective date of June 10, 2026. In adopting the 2026 ESPP, the Board determined that shares available under the 2015 ESPP will not roll over to the 2026 ESPP.

The foregoing descriptions of the 2026 Plan and the 2026 ESPP in this Current Report on Form 8-K do not purport to be a complete description of all provisions of the 2026 Plan and the 2026 ESPP and are qualified in their entirety by reference to the full text of the 2026 Plan, which is filed herewith as Exhibit 10.1, and the full text of the 2026 ESPP, which is filed herewith as Exhibit 10.2, each of which is incorporated into this Item 5.02 by reference.

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

The Company held its Annual Meeting on June 10, 2026. The proposals set forth below are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026. Based on the votes cast in person and by proxy, each proposal passed, including the election of each director. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

Proposal 1: Election of directors:


Nominee	For	Withheld	Broker Non-Votes
Pierre Legault	37,294,888	21,467,975	8,034,588
Michael A. Metzger	58,113,110	649,753	8,034,588

Proposal 2: Advisory vote on executive compensation:


For	Against	Abstain	Broker Non-Votes
55,688,039	2,985,350	89,474	8,034,588

Proposal 3: Ratification of selection of independent registered public accounting firm:


For	Against	Abstain	Broker Non-Votes
66,603,912	162,947	30,592	—

Proposal 4: Approval of the 2026 Plan:


For	Against	Abstain	Broker Non-Votes
33,333,263	25,392,051	37,549	8,034,588

Proposal 5: Approval of the 2026 ESPP:


For	Against	Abstain	Broker Non-Votes
58,661,941	74,047	26,875	8,034,588

Item 9.01 Financial Statements and Exhibits.


Exhibit No.	Description

10.1	Syndax Pharmaceuticals, Inc. 2026 Equity Incentive Plan
10.2	Syndax Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


			SYNDAX PHARMACEUTICALS, INC.

Date:	June 10, 2026	By:	/s/ Michael A. Metzger
			Michael A. Metzger Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Syndax Pharmaceuticals (SNDX) stockholders approve at the 2026 annual meeting?

Stockholders approved all proposals, including director elections, the 2026 Equity Incentive Plan, and the 2026 Employee Stock Purchase Plan. They also gave advisory approval to executive compensation and ratified the independent registered public accounting firm for Syndax Pharmaceuticals.

How many shares are reserved under Syndax’s 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan reserves 7,200,000 shares of Syndax common stock. Additional shares from outstanding 2015 plan awards that later expire, are forfeited, or otherwise terminate without share delivery may also become available again for new awards under the 2026 plan.

What types of awards can be granted under the Syndax 2026 Equity Incentive Plan?

The 2026 plan allows incentive and nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock-based awards. These may be granted to employees, directors, and consultants of Syndax Pharmaceuticals and its affiliates, providing broad equity-based incentives.

What is the purpose of Syndax Pharmaceuticals’ 2026 Employee Stock Purchase Plan?

The 2026 ESPP aims to help Syndax attract and retain employees and motivate them through stock ownership. It offers a Section 423 component for eligible U.S. employees and a non‑423 component to accommodate eligible foreign employees while complying with applicable non‑U.S. laws and requirements.

Did Syndax’s say-on-pay executive compensation proposal pass in 2026?

Yes. The advisory vote on executive compensation received 55,688,039 votes for, 2,985,350 against, and 89,474 abstentions. There were also 8,034,588 broker non-votes. This outcome indicates stockholder support for Syndax Pharmaceuticals’ executive pay program as presented for the 2026 meeting.

How did Syndax stockholders vote on ratifying the independent auditor in 2026?

Stockholders strongly supported ratification of the independent registered public accounting firm, with 66,603,912 votes for, 162,947 against, and 30,592 abstentions. This ratification confirms stockholder approval of the firm selected to audit Syndax Pharmaceuticals’ financial statements for the applicable period.

What happens to the old Syndax 2015 equity and ESPP plans after the 2026 plans?

No new awards will be granted under the 2015 Omnibus Incentive Plan after it expires on March 6, 2026, and remaining shares under the 2015 ESPP will not roll into the 2026 ESPP. Certain unused shares from outstanding 2015 equity awards may return as available shares under the 2026 plan.

Filing Exhibits & Attachments

3 documents