Ventyx Biosciences (VTYX) investors approve Eli Lilly merger and executive pay

Rhea-AI Filing Summary

Ventyx Biosciences reported the results of a special shareholder meeting held to vote on its previously announced merger with Eli Lilly and Company. Shareholders were asked to adopt the Agreement and Plan of Merger under which Ventyx will become a wholly owned subsidiary of Eli Lilly through a merger with RYLS Merger Corporation.

As of the January 21, 2026 record date, there were 71,760,778 common shares outstanding, each entitled to one vote, and 45,810,746 shares were represented at the meeting. The proposal to adopt the Merger Agreement received 44,176,785 votes for, 1,572,592 against, and 61,369 abstentions, and was approved. A separate advisory proposal on merger-related executive compensation was also approved, with 43,789,693 votes for, 1,838,898 against, and 182,155 abstentions, while a potential adjournment proposal was rendered moot.

Insights

M&A and corporate governance analyst

Shareholders approved the Eli Lilly merger and related executive pay package.

The voting outcomes show strong shareholder support for the acquisition of Ventyx Biosciences by Eli Lilly. The Merger Agreement was adopted with a large majority of the votes cast, indicating broad backing for the transaction’s terms.

The advisory vote on compensation tied to the merger was also approved, suggesting investors were comfortable with how management will be paid in connection with the deal. Since the adjournment proposal became moot, the process can move forward under the Merger Agreement’s conditions, with subsequent steps governed by that contract and any required regulatory or closing conditions.

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, and exhibit attachments filed with this report.

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): March 3, 2026

VENTYX BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40928		83-2996852
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12790 El Camino Real Suite 200
San Diego, California		92130
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 760 407-6511

(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, $0.0001 par value per share		VTYX		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 January 7, 2026, Ventyx Biosciences, Inc. (the “Company”) announced its entry into an Agreement and Plan of Merger, dated as of January 7, 2026 (the “Merger Agreement”), by and among Eli Lilly and Company (“Parent”), RYLS Merger Corporation (“Merger Sub”) and the Company. The Merger Agreement provides for Merger Sub to be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

In connection with the Merger, the Company held virtually a special meeting of stockholders on March 3, 2026, at 10:00 a.m., Pacific time (the “Special Meeting”).

As of January 21, 2026, the record date for the Special Meeting (the “Record Date”), there were issued and outstanding 71,760,778 shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, the holders of 45,810,746 Common Shares were present in person or represented by proxy.

The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in detail in the Company’s definitive proxy statement, dated February 2, 2026, as amended and supplemented by an amendment dated February 23, 2026, filed by the Company with the Securities and Exchange Commission (the “Proxy Statement”).

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Proposal 1: To adopt the Merger Agreement.		44,176,785		1,572,592		61,369		—
Proposal 1 was approved
Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to the Company’s named executive officers in connection with the Merger.		43,789,693		1,838,898		182,155		—
Proposal 2 was approved

In light of the approval of Proposal 1, Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

						VENTYX BIOSCIENCES, INC.
Date: March 3, 2026				By:		/s/ Raju Mohan
						Raju Mohan, Ph.D. Chief Executive Officer, President and Director (Principal Executive Officer)

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FAQ

What did Ventyx Biosciences (VTYX) shareholders approve regarding the Eli Lilly merger?

Ventyx shareholders approved adopting the Agreement and Plan of Merger with Eli Lilly. The merger will make Ventyx a wholly owned Eli Lilly subsidiary, following satisfaction of contractual and regulatory conditions specified in the Merger Agreement executed on January 7, 2026.

How many Ventyx (VTYX) shares voted on the Eli Lilly merger proposal?

At the special meeting, 45,810,746 Ventyx common shares were represented in person or by proxy. This figure is based on 71,760,778 shares outstanding as of January 21, 2026, the record date, each entitled to one vote on all meeting proposals.

What were the vote totals for adopting the Ventyx–Eli Lilly Merger Agreement?

The merger proposal received 44,176,785 votes for, 1,572,592 votes against, and 61,369 abstentions. These results indicate a strong majority of Ventyx shareholders supported adopting the Merger Agreement with Eli Lilly at the special meeting.

Did Ventyx (VTYX) shareholders approve merger-related executive compensation?

Yes. In a separate non-binding advisory vote, shareholders approved the compensation that will or may become payable to Ventyx’s named executive officers in connection with the merger, with 43,789,693 votes for, 1,838,898 against, and 182,155 abstentions recorded.

Why was the adjournment proposal at the Ventyx merger meeting not considered?

The potential adjournment proposal, described as Proposal 3 in the proxy materials, became moot because shareholders approved adopting the Merger Agreement. Since the primary merger vote succeeded, there was no need to seek authority to adjourn and reconvene the special meeting.

What happens next for Ventyx Biosciences after the shareholder vote on the Eli Lilly deal?

Following shareholder approval of the Merger Agreement, the transaction proceeds under its terms. Completion will depend on satisfying the agreement’s remaining closing conditions and any regulatory requirements, after which Ventyx will become a wholly owned subsidiary of Eli Lilly.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB