---
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"
generated_at: "2026-06-13T22:55:48.720772+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Zentalis shareholders reject advisory say-on-pay vote at 2023 annual meeting

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: negative
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001725160-23-000148
- JSON: https://secwatch.observer/filing/0001725160-23-000148.json
- Plain text: https://secwatch.observer/filing/0001725160-23-000148.txt

## Key facts
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/0001725160-23-000148-index.htm
- Shareholder Votes
  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
  source text: Item 4 — Approval, on an advisory (non-binding) basis, the compensation of the Company's named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/0001725160-23-000148-index.htm
- Shareholder Votes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/0001725160-23-000148-index.htm
- Shareholder Votes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/0001725160-23-000148-index.htm
- Shareholder Votes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1725160/000172516023000148/0001725160-23-000148-index.htm

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