Denali Therapeutics Inc.

8-K · dnli-20260603.htm iXBRL

0001714899 2026-06-03 2026-06-03

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 8-K

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported):
 June 3, 2026

 Denali Therapeutics Inc.
 (Exact name of registrant as specified in its charter)

 Delaware 001-38311 46-3872213
 (State or other jurisdiction of (Commission (I.R.S. Employer
 incorporation) File Number) Identification No.)

 161 Oyster Point Blvd.
 South San Francisco , California 94080
 (Address of principal executive offices, including zip code)

 ( 650 ) 866-8547
 (Registrant’s telephone number, including area code)

 Not Applicable
 (Former name or former address, if changed since last reports)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Symbol Name of each exchange on which registered
 Common Stock, par value $0.01 per share DNLI Nasdaq Global Select Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 Item 5.07     Submission of Matters to a Vote of Security Holders.
 On June 3, 2026, Denali Therapeutics Inc. (the “Company”) held its annual meeting of stockholders. 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. 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 III directors to hold office until the 2029 annual meeting of stockholders. Each of the following nominees was elected to serve as a Class III director, to hold office until the Company’s 2029 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.

 Nominees For Withheld Broker Non-Votes
 Jennifer Cook 75,998,259 48,847,029 13,140,839
 David Schenkein, M.D. 91,814,688 33,030,600 13,140,839
 Ryan Watts, Ph.D. 121,220,572 3,624,716 13,140,839

 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, 2026 was ratified based on the following results of voting:

 For Against Abstain Broker Non-Votes
 137,516,267 420,305 49,555 —

 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.

 For Against Abstain Broker Non-Votes
 117,038,745 7,088,810 717,733 13,140,839

 Item 9.01    Financial Statements and Exhibits.
 (d) Exhibits

 Exhibit No. Description
 104 Cover Page Interactive Data File (formatted as Inline XBRL)

 SIGNATURE

 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.

 DENALI THERAPEUTICS INC.

 Date: June 3, 2026 By: /s/ Alexander O. Schuth

 Alexander O. Schuth, M.D.
 Chief Operating and Financial Officer