37% of Zentalis Investors Reject Executive Compensation Package Amid Board Changes

Rhea-AI Filing Summary

Zentalis Pharmaceuticals (NASDAQ: ZNTL) held its 2025 Annual Meeting of Stockholders on June 17, with 80.9% of outstanding shares represented. Key voting results include:

• Director Elections: Three Class II directors were elected to serve until 2028: - Scott Myers (43M votes for) - Karan Takhar (30.7M votes for) - Luke Walker, M.D. (36.6M votes for)
• Auditor Ratification: Ernst & Young LLP appointment was approved with overwhelming support (58.1M votes for, representing 99.8% approval)
• Executive Compensation: The "Say-on-Pay" vote passed but with significant opposition - 62.9% in favor (29.5M votes) versus 37.1% against (17.4M votes), indicating substantial shareholder concerns about executive compensation practices

The meeting results suggest strong shareholder engagement but reveal notable dissent regarding executive compensation and varying levels of support for board nominees, particularly for Karan Takhar who received the lowest approval rate among directors.

Positive

• Strong shareholder participation with 80.9% of outstanding shares represented at Annual Meeting
• Overwhelming approval (99.8%) for Ernst & Young LLP as independent auditor

Negative

• Significant opposition to executive compensation with 37% voting against Say-on-Pay proposal
• Notable shareholder dissent for director Karan Takhar with 34.7% of votes withheld
• Substantial withhold votes for Dr. Luke Walker with 22.1% of votes withheld

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.

Understanding 8-K Material Events →

0001725160FALSE00017251602025-06-172025-06-17

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 17, 2025

——————————————  

ZENTALIS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)   

——————————————

Delaware

001-39263

82-3607803

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

10275 Science Center Drive, Suite 200

San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(858) 263-4333

(Registrant’s telephone number, include area code)

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			ZNTL			The 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 17, 2025, Zentalis Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 58,212,103 shares of common stock were present online or represented by proxy at the meeting, representing approximately 80.9% of the Company’s outstanding common stock as of the April 21, 2025 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2025, as amended on May 23, 2025.

Item 1 — Election of three Class II directors to serve until the 2028 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified, subject to their earlier death, resignation or removal.

NOMINEE						Votes FOR						Votes WITHHELD						Broker Non-Votes
Scott Myers						43,014,172						3,948,491						11,249,440
Karan Takhar						30,655,734						16,306,929						11,249,440
Luke Walker, M.D.						36,599,420						10,363,243						11,249,440

Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes FOR						Votes AGAINST						Votes ABSTAINED						Broker Non-Votes
58,100,230						10,761						101,112						0

Item 3 — Approval, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.

Votes FOR						Votes AGAINST						Votes ABSTAINED						Broker Non-Votes
29,474,720						17,374,784						113,159						11,249,440

Based on the foregoing votes, Scott Myers, Karan Takhar and Luke Walker, M.D., were elected as Class II Directors and Items 2 and 3 were approved.

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.

ZENTALIS PHARMACEUTICALS, INC.

Date: June 18, 2025

By:

/s/ Julie Eastland

Julie Eastland

President and Chief Executive Officer

FAQ

What were the voting results for ZNTL's 2025 Annual Meeting director elections?

In the 2025 Annual Meeting, three Class II directors were elected: Scott Myers received 43,014,172 votes FOR (with 3,948,491 withheld), Karan Takhar received 30,655,734 votes FOR (with 16,306,929 withheld), and Luke Walker, M.D. received 36,599,420 votes FOR (with 10,363,243 withheld). There were 11,249,440 broker non-votes for each candidate.

What was the shareholder participation rate at ZNTL's 2025 Annual Meeting?

The shareholder participation at Zentalis Pharmaceuticals' 2025 Annual Meeting was strong, with 58,212,103 shares of common stock present online or represented by proxy, representing approximately 80.9% of the Company's outstanding common stock as of the April 21, 2025 record date.

Did ZNTL shareholders approve the executive compensation package in 2025?

Yes, ZNTL shareholders approved the advisory vote on executive compensation, but with mixed support. The measure received 29,474,720 votes FOR, 17,374,784 votes AGAINST, and 113,159 abstentions, with 11,249,440 broker non-votes. This represents a relatively narrow margin of approval given the significant opposition votes.

Was Ernst & Young approved as ZNTL's auditor for fiscal year 2025?

Yes, Ernst & Young LLP was overwhelmingly approved as ZNTL's independent registered public accounting firm for fiscal year 2025. The proposal received 58,100,230 votes FOR, only 10,761 votes AGAINST, and 101,112 abstentions, with no broker non-votes.

When will ZNTL's newly elected Class II directors' terms expire?

The newly elected Class II directors (Scott Myers, Karan Takhar, and Luke Walker, M.D.) will serve until ZNTL's 2028 Annual Meeting of Stockholders, unless there is an earlier death, resignation, or removal.