UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
We held our Annual Meeting of Stockholders (“Annual Meeting”) on June 5, 2024. Of the 70,499,201 shares of our common stock outstanding as of April 11, 2024, 57,410,137 shares of common stock were represented, either by attending the virtual annual meeting or by proxy, constituting, of the shares entitled to vote, approximately 81.4% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.
| 1. | Election of Two Class III Directors. The following nominees were re-elected by the holders of our common stock to serve as our Class III directors to hold office until our 2027 annual meeting of stockholders and until their successors have been duly elected and qualified: |
| Nominee |
For |
Withhold |
Broker Non-Votes | |||
| Onaiza Cadoret-Manier, M.B.A. |
32,008,430 | 10,875,159 | 14,526,548 | |||
| Allison Hulme, Ph.D. |
42,643,275 | 250,371 | 14,516,491 |
| 2. | Advisory Vote on Executive Compensation. The “say-on-pay” proposal regarding the compensation of our named executive officers as described on page 21 of the Proxy Statement was approved, on an advisory basis. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 32,870,217 | 10,004,898 | 18,529 | 14,516,493 |
| 3. | Frequency of Future Advisory Votes on Executive Compensation. The proposal was approved, on an advisory basis, of the board of directors recommendation that the advisory vote on the compensation of our named executive officers be submitted to our stockholders every one year as discussed in page 23 of the Proxy Statement. |
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 42,851,733 | 5,984 | 23,307 | 12,621 | 14,516,492 |
In accordance with the voting results for this proposal, we have determined to hold future advisory votes on the compensation of our named executive officers every year. The next required advisory vote on the frequency of future advisory votes regarding the compensation of our named executive officers will take place no later than our 2030 annual meeting of stockholders.
| 4. | Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified based on the following results of voting: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 56,542,563 | 119,328 | 748,246 | — |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VENTYX BIOSCIENCES, INC. | ||||||
| By: | /s/ Raju Mohan | |||||
| Raju Mohan, Ph.D. | ||||||
| Chief Executive Officer | ||||||
Date: June 6, 2024