{"schema_version":"secwatch.filing_event.v1","accession":"0001725160-23-000148","form_type":"8-K","ticker":"ZNTL","cik":"0001725160","company_name":"Zentalis Pharmaceuticals, Inc.","filed_at":"2023-06-16T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.251688+00:00","generated_at":"2026-06-13T22:55:48.720772+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"Zentalis shareholders reject advisory say-on-pay vote at 2023 annual meeting","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001725160-23-000148","json":"https://secwatch.observer/filing/0001725160-23-000148.json","markdown":"https://secwatch.observer/filing/0001725160-23-000148.md","text":"https://secwatch.observer/filing/0001725160-23-000148.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/0001725160-23-000148-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/zntl-20230616.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T22:55:48.720772+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c24d95a6e3eed857934c38c769f72e5b7e482679","claim":"Zentalis Pharmaceuticals, Inc.: Amended certificate of incorporation to update exculpation provision for certain officers as permitted by Delaware law (effective 2023-06-16).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/0001725160-23-000148-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-06-16"}],"fact_type":"governance_change"},{"claim_id":"a4467740ae586550838cfb472b02277e223f5c3a","claim":"Zentalis Pharmaceuticals, Inc. shareholders rejected Advisory (non-binding) approval of the compensation of the Company's named executive officers.","evidence_excerpt":"Item 4 — Approval, on an advisory (non-binding) basis, the compensation of the Company's named executive officers.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/0001725160-23-000148-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"failed"}],"fact_type":"shareholder_vote"},{"claim_id":"cf184e309976a0b3d303866279f1f9380f3e1a3c","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/0001725160-23-000148-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-31"}],"fact_type":"shareholder_vote"},{"claim_id":"d554a851955c85c48705a9c3a426f0d22e6c1685","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/0001725160-23-000148-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"f38d26611e05007ba7b9bdb8106b285c1a0c4aea","claim":"Zentalis Pharmaceuticals, Inc. shareholders approved Election of two Class III directors to serve until the 2026 Annual Meeting of Stockholders.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/0001725160-23-000148-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}