---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-173808"
form_type: "8-K"
ticker: null
cik: "0001845337"
company_name: "Day One Biopharmaceuticals, Inc."
filed_at: "2023-06-23T23:59:59+00:00"
generated_at: "2026-06-13T18:26:12.040849+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Day One shareholders approve officer exculpation charter amendment; elect two directors

## Summary
- Stockholders approved Certificate of Amendment to limit officer liability under Delaware DGCL, filed June 22, 2023.
- Scott Garland and John Josey elected as Class II directors for three-year terms expiring 2026.
- Garland received 63,229,607 votes for; Josey received 52,093,255 votes for.
- Ratification of Ernst & Young as independent auditor for FY2023: 66,370,613 votes for, 12,503 against.
- Amendment and director elections effective at the 2023 Annual Meeting held June 22, 2023.

## SEC filing metadata
- accession: 0001193125-23-173808
- form_type: 8-K
- cik: 0001845337
- company_name: Day One Biopharmaceuticals, Inc.
- filed_at: 2023-06-23T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1845337/000119312523173808/0001193125-23-173808-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1845337/000119312523173808/d508417d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-173808
- JSON: https://secwatch.observer/filing/0001193125-23-173808.json
- Plain text: https://secwatch.observer/filing/0001193125-23-173808.txt

## Key facts
- Governance Changes
  Day One Biopharmaceuticals, Inc.: Amended certificate of incorporation to permit exculpation of officers as allowed under Delaware law (effective 2023-06-22).
  - Change: charter amendment
  - Effective: 2023-06-22
  source text: On June 22, 2023, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect such amendment.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845337/000119312523173808/0001193125-23-173808-index.htm
- Shareholder Votes
  Day One Biopharmaceuticals, Inc. shareholders approved Approval of an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law at the 2023-06-22 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: Approval of an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law. The vote tally was as follows: Shares For Shares Against Shares Abstaining Broker Non-Votes 56,885,240 6,732,313 6,800 2,758,766
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845337/000119312523173808/0001193125-23-173808-index.htm
- Shareholder Votes
  Day One Biopharmaceuticals, Inc. shareholders approved Election of two Class II Directors, Scott Garland and John Josey, Ph.D., M.B.A., each to serve a three-year term at the 2023-06-22 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: Election of two Class II Directors, Scott Garland and John Josey, Ph.D., M.B.A., each to serve a three-year term, which will expire at the 2026 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until such director’s earlier resignation or removal. The vote tally was as follows: Nominees Shares For Shares Withheld Broker Non-Votes Scott Garland 63,229,607 394,746 2,758,766 John Josey, Ph.D., M.B.A. 52,093,255 11,531,098 2,758,766
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845337/000119312523173808/0001193125-23-173808-index.htm
- Shareholder Votes
  Day One Biopharmaceuticals, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023 at the 2023-06-22 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: Ratification of appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023. The vote tally was as follows: Shares For Shares Against Shares Abstaining 66,370,613 12,503 3
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845337/000119312523173808/0001193125-23-173808-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.