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NASDAQ: DNLI Denali Therapeutics Inc. 8-K

Denali shareholders re-elect directors with mixed support; Cook receives 61% approval

Filed June 4, 2026 · Period ending June 3, 2026 · ~1 min read

3 key changes 1 section

Key Changes

  • medium

    Director Jennifer Cook re-elected with 61% of votes cast (48% of shares outstanding), notably lower than co-directors Schenkein (74%) and Watts (97%), potentially signaling shareholder concerns about her board service.

  • low

    Executive compensation approved with 94% support (117M for, 7.1M against), reflecting general shareholder satisfaction with pay practices.

  • low

    Ernst & Young ratified as independent auditor for fiscal 2026 with 99.7% approval, indicating strong confidence in auditor selection.

Summary

Denali Therapeutics held its annual meeting on June 3, 2026, with 87% of outstanding shares represented. While all three Class III directors were re-elected to serve until 2029, the voting results revealed a notable disparity in shareholder support.

Jennifer Cook received only 61% approval from votes cast (48% of shares outstanding), substantially lower than her fellow directors David Schenkein (74%) and Ryan Watts (97%). This gap may reflect shareholder concerns about Cook's board service and warrants monitoring in future proxy cycles. Other governance matters proceeded routinely.

Executive compensation received 94% advisory approval, with opposition of 5.7% falling within normal ranges for say-on-pay votes. The auditor ratification passed with near-unanimous support at 99.7%. The meeting reflects a generally healthy governance posture, with the exception of the Cook vote outcome that stands out as the primary item of interest for shareholders tracking board composition and effectiveness.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~300 words

Annual meeting held June 3, 2026: directors elected, auditor ratified, executive compensation approved with 94% support.

3 Added
Added Director elections medium

Added in current filing · verify on EDGAR →

Of the 158,675,498 shares of common stock outstanding as of April 9, 2026, the record date for the meeting, 137,986,127 shares of common stock were represented at the meeting in person or by proxy, constituting 86.96% of the outstanding common stock entitled to vote.

Three Class III directors were elected to serve until 2029. Jennifer Cook received 75,998,259 votes for (60.9% of votes cast, 47.9% of shares outstanding), David Schenkein received 91,814,688 votes for (73.5% of votes cast, 57.9% of shares outstanding), and Ryan Watts received 121,220,572 votes for (97.1% of votes cast, 76.4% of shares outstanding). Cook's lower support level may reflect shareholder concerns about her board service.

Show 2 minor / wording changes
Added Auditor ratification low

Added in current filing · verify on EDGAR →

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified based on the following results of voting:

ForAgainstAbstainBroker Non-Votes

137,516,267420,30549,555—

Shareholders ratified Ernst & Young LLP as the independent auditor for fiscal 2026 with 99.7% approval (137,516,267 for, 420,305 against, 49,555 abstentions). This represents 86.7% support of shares outstanding, indicating strong confidence in the auditor selection.

Added Say-on-pay vote low

Added in current filing · verify on EDGAR →

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

ForAgainstAbstainBroker Non-Votes

117,038,7457,088,810717,73313,140,839

Executive compensation received advisory approval with 94.3% support of votes cast (117,038,745 for, 7,088,810 against, 717,733 abstentions). This represents 73.8% support of shares outstanding. The 5.7% opposition is within normal ranges for say-on-pay votes, indicating general shareholder satisfaction with executive pay practices.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify