Ventyx Biosciences Inc.

06/10/2025 | Press release | Distributed by Public on 06/10/2025 12:26

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

We held our Annual Meeting of Stockholders ("Annual Meeting") on June 4, 2025. Of the 71,161,201 shares of our common stock outstanding as of April 10, 2025, 49,690,361 shares of common stock were represented, either by attending the virtual annual meeting or by proxy, constituting, of the shares entitled to vote, approximately 70% 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 I Directors. The following nominees were re-elected by the holders of our common stock to serve as our Class I directors to hold office until our 2028 annual meeting of stockholders and until their successors have been duly elected and qualified:

Nominee

For

Withhold

Broker Non-Votes

Somasundaram Subramaniam, M.B.A.

17,175,776

14,517,133

17,997,451

Sheila Gujrathi, M.D.

29,409,104

2,283,805

17,997,451

2.
Advisory Vote on Executive Compensation. The "say-on-pay" proposal regarding the compensation of our named executive officers as described on page 18 of the Proxy Statement was approved, on an advisory basis.

For

Against

Abstain

Broker Non-Votes

20,421,575

10,900,876

370,458

17,997,451

3.
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, 2025 was ratified based on the following results of voting:

For

Against

Abstain

Broker Non-Votes

47,804,128

1,580,619

305,614

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