Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2022, Denali Therapeutics Inc. (the “Company”) held its annual meeting of stockholders. Of the 122,893,661 shares of common stock outstanding as of April 11, 2022, the record date for the meeting, 86,890,757 shares of common stock were represented at the meeting in person or by proxy, constituting 70.70% of the outstanding common stock entitled to vote. The matters voted upon at the meeting and the vote with respect to each such matter are set forth below:
Proposal 1 - Election of Directors
Election of three Class II directors to hold office until the 2025 annual meeting of stockholders. Each of the following nominees was elected to serve as a Class II director, to hold office until the Company’s 2025 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified or his or her earlier resignation or removal.
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Nominees | | For | | Withheld | | Broker Non-Votes |
Vicki Sato, Ph.D | | 65,468,617 | | 15,480,637 | | 5,941,503 |
Erik Harris | | 80,619,488 | | 329,766 | | 5,941,503 |
Peter Klein | | 67,316,812 | | 13,632,442 | | 5,941,503 |
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based on the following results of voting:
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For | | Against | | Abstain | | Broker Non-Votes |
86,837,219 | | 16,399 | | 37,139 | | — |
Proposal 3 - Advisory Vote to Approve Executive Compensation
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.
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For | | Against | | Abstain | | Broker Non-Votes |
75,783,360 | | 4,516,536 | | 649,358 | | 5,941,503 |