Denali Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class III directors (Jennifer Cook, David Schenkein, M.D., and Ryan J. Watts, Ph.D.) to serve three-year terms ending in 2029.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as Denali’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory (say‑on‑pay) vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis and accompanying tables and narratives.

   More detail

   This proposal requests a non‑binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement (the typical ‘‘say‑on‑pay’’). Management frames the proposal as a tool to gauge investor sentiment and to confirm that compensation practices—composed of base salaries, an annual cash incentive funded at 145% of target for 2025, and long‑term equity awards (options and RSUs)—align executives’ interests with long‑term stockholder value. The compensation program emphasizes pay‑for‑performance via equity‑based awards and objective corporate goals, and the compensation committee cites substantial 2025 operational progress (including FDA accelerated approval of tividenofusp alfa‑eknm, clinical program advances, manufacturing expansion, and a royalty financing) as justification for payouts and equity grants. The vote is advisory only and does not legally bind the Board, but a strong negative result would typically prompt the compensation committee to re‑engage with investors and potentially revise program design. Key governance features highlighted by management include multi‑year vesting, anti‑hedging/pledging prohibitions, clawback policy, stock ownership guidelines, use of an independent compensation consultant, and a peer group benchmarking process; potential concerns include significant equity‑based pay sensitivity to stock price, robust severance/change‑in‑control protections, and meaningful at‑risk compensation subject to committee discretion. The company discloses prior say‑on‑pay support (about 90.5% in 2025) and indicates that the compensation committee considered stockholder feedback when assessing program design. For an investor evaluating the merits, the core question is whether the observed operational milestones and the structure of incentives (mix of cash vs. equity, performance metrics, and vesting arrangements) provide appropriate alignment without creating undue upside for executives independent of sustained stockholder value creation. The compensation committee positions the proposal as reinforcing pay‑for‑performance, while investors should weigh the non‑binding nature of the vote, the size and timing of equity grants, severance protections, and disclosed pay vs. performance metrics when forming a view.

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When is the Denali Therapeutics Inc 2026 annual meeting?

Denali Therapeutics Inc (DNLI) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Denali Therapeutics Inc 2026 meeting?

The record date for the Denali Therapeutics Inc 2026 meeting is Thursday, April 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Denali Therapeutics Inc's 2026 meeting?

The board is presenting 3 director nominees at the Denali Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Denali Therapeutics Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Denali Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.