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Get filing alertsSyndax shareholders approve 7.2M-share equity plan, elect directors at annual meeting
Filed June 10, 2026 · Period ending June 10, 2026 · ~1 min read
Key Changes
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Stockholders approved new 2026 Equity Incentive Plan reserving 7.2 million shares for employee grants, replacing expired 2015 plan. Represents potential dilution as awards vest over time.
Item 5.07: Annual Meeting verify on EDGAR → -
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Director Pierre Legault re-elected despite 36% withhold vote (21.5M withheld vs 37.3M for), while Michael Metzger received 99% support. Significant opposition to Legault may signal governance concerns.
Item 5.07: Proposal 1 verify on EDGAR → -
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New equity plan passed narrowly with 57% approval (33.3M for vs 25.4M against), indicating shareholder concern about dilution from additional equity compensation.
Item 5.07: Proposal 4 verify on EDGAR → -
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Executive compensation approved in advisory vote with 95% support. New employee stock purchase plan also approved overwhelmingly.
Item 5.07: Proposals 2 & 5 verify on EDGAR →
Summary
Syndax held its 2026 annual meeting on June 10, approving a new equity incentive plan that authorizes 7.2 million shares for employee compensation. The plan replaces the company's expired 2015 plan and passed with 57% shareholder support—a relatively narrow margin that suggests investor concern about dilution. The company also approved a new employee stock purchase plan with overwhelming support.
Retail investors should note two items: First, the 7.2 million share reserve represents potential dilution as management grants equity awards to employees over the coming years. Second, director Pierre Legault faced unusually high opposition with 36% of votes withheld, compared to just 1% for fellow director Michael Metzger.
This level of opposition is uncommon and may reflect shareholder concerns about board composition or governance. Watch for the company's next proxy filing to see how quickly it uses the new share pool and whether any changes are made to board composition in response to the Legault vote results.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Syndax Pharmaceuticals, Inc. (the “Company”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the Company’s 2026 Equity Incentive Plan (the “2026 Plan”), which the Board of Directors of the Company (the “Board”) previously approved, subject to stockholder approval at the Annual Meeting. As a result, the 2026 Plan became effective on June 10, 2026. No further awards will be granted under the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) following its expiration on March 6, 2026.
Stockholders approved a new equity incentive plan effective June 10, 2026, which replaces the expired 2015 plan. The new plan reserves 7,200,000 shares of common stock for grants to employees, directors, and consultants. This provides the company with a refreshed pool of equity compensation to attract and retain talent.
Added in current filing · verify on EDGAR →
The 2026 Plan provides for the reservation of 7,200,000 shares of the Company’s common stock, plus the number of shares that become available for delivery under the 2015 Plan with respect to Existing Awards (as defined below) in accordance with the share recycling provisions described below.
The 2026 Plan authorizes 7.2 million new shares for equity awards, plus any shares that become available from expired or forfeited awards under the old 2015 plan. This represents potential dilution to existing shareholders as new equity awards are granted over time.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
At the Annual Meeting, the Company’s stockholders also approved the Company’s 2026 Employee Stock Purchase Plan (the “2026 ESPP”), which the Board previously approved, subject to stockholder approval at the Annual Meeting. The 2026 ESPP is the successor to the Company’s 2015 Employee Stock Purchase Plan (the “2015 ESPP”).
Stockholders approved a new employee stock purchase plan effective June 10, 2026, replacing the 2015 ESPP. The plan allows eligible employees to purchase company stock, with one component designed for favorable U.S. tax treatment under Section 423 and another for international employees. Shares from the old 2015 ESPP will not roll over to the new plan.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual shareholder meeting held June 10, 2026; all proposals passed including director elections and equity compensation plans.
Added in current filing · verify on EDGAR →
Proposal 1: Election of directors: | Nominee | For | Withheld | Broker Non-Votes | Pierre Legault | 37,294,888 | 21,467,975 | 8,034,588 Michael A. Metzger 58,113,110 | 649,753 | 8,034,588
Two directors were elected at the annual meeting. Pierre Legault received 37,294,888 votes for with 21,467,975 withheld, while Michael A. Metzger received 58,113,110 votes for with 649,753 withheld. Both directors were elected despite the significant withhold votes for Legault.
Added in current filing · verify on EDGAR →
Proposal 4: Approval of the 2026 Plan: | For | Against | Abstain | Broker Non-Votes | 33,333,263 | 25,392,051 | 37,549 | 8,034,588 | Proposal 5: Approval of the 2026 ESPP: | For | Against | Abstain | Broker Non-Votes | 58,661,941 | 74,047 | 26,875 | 8,034,588
Shareholders approved two new equity compensation plans. The 2026 Plan passed with 33,333,263 votes for versus 25,392,051 against (57% approval), while the 2026 ESPP passed overwhelmingly with 58,661,941 for and only 74,047 against. These plans authorize additional shares for employee compensation and stock purchase programs.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Proposal 2: Advisory vote on executive compensation: For | Against | Abstain | Broker Non-Votes | 55,688,039 | 2,985,350 | 89,474 | 8,034,588
Shareholders approved executive compensation in an advisory vote with 55,688,039 votes for and 2,985,350 against. This non-binding say-on-pay vote passed with approximately 95% support among votes cast.
Event · Item 9.01 — Financial Statements and Exhibits
Syndax filed exhibits for new 2026 equity incentive and employee stock purchase plans; routine procedural disclosure with no material business impact.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Syndax Pharmaceuticals, Inc. 2026 Equity Incentive Plan
The company has adopted a new equity incentive plan for 2026, which typically allows the company to grant stock options, restricted stock, and other equity awards to employees, directors, and consultants. This is a routine corporate governance action that enables ongoing employee compensation and retention through equity-based awards.
Added in current filing · verify on EDGAR →
Syndax Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan
The company has adopted a new employee stock purchase plan for 2026, which typically allows eligible employees to purchase company stock at a discount through payroll deductions. This is a standard employee benefit program that can help with employee retention and alignment of interests.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify