8-K
filed June 16, 2023, 7:59 PM ET
ticker ZNTL
CIK 0001725160
other material
confidence high
sentiment negative
materiality 0.40
Zentalis shareholders reject advisory say-on-pay vote at 2023 annual meeting
Zentalis Pharmaceuticals, Inc.
- Advisory vote on executive compensation failed: 18.7M for, 34.3M against, 14K abstain.
- Amendment to certificate of incorporation updating officer exculpation provision approved (48.5M for).
- David Johnson and Jan Skvarka, Ph.D. elected as Class III directors with 38.6M and 52.5M votes for, respectively.
- Ratification of Ernst & Young as auditor approved with 55.7M votes for.
- 93.81% of outstanding shares represented at the meeting.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Zentalis Pharmaceuticals, Inc.: Amended certificate of incorporation to update exculpation provision for certain officers as permitted by Delaware law (effective 2023-06-16).
- Change
- charter amendment
- Effective
- 2023-06-16
Exact text from the filing
On June 16, 2023, Zentalis Pharmaceuticals, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Amendment”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval at the Annual Meeting.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Zentalis Pharmaceuticals, Inc. shareholders rejected Advisory (non-binding) approval of the compensation of the Company's named executive officers.
- Proposal
- say on pay
- Outcome
- failed
Exact text from the filing
Item 4 — Approval, on an advisory (non-binding) basis, the compensation of the Company's named executive officers.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Zentalis Pharmaceuticals, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-12-31
Exact text from the filing
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, 2023.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Zentalis Pharmaceuticals, Inc. shareholders approved Approval of an amendment to the Company's Certificate of Incorporation to update the exculpation provision with respect to certain officers of the Company as permitted by the General Corporation Law of the State of Delaware.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Item 3 — Approval of an amendment to the Company's Certificate of Incorporation to update the exculpation provision with respect to certain officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Zentalis Pharmaceuticals, Inc. shareholders approved Election of two Class III directors to serve until the 2026 Annual Meeting of Stockholders.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
Item 1 — Election of two Class III directors to serve until the 2026 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified, subject to their earlier death, resignation or removal.
View on SEC.gov
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