Zentalis Pharmaceuticals Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect David Johnson and Jan Skvarka, Ph.D. as Class III directors to serve until the 2029 Annual Meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

3. 3

   Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (commonly referred to as “say-on-pay”).

   More detail

   This proposal requests a non-binding advisory approval of the overall compensation paid to the Company’s named executive officers (NEOs) as disclosed in the proxy. Management seeks shareholder affirmation of its pay philosophy and program design to demonstrate alignment between executive incentives and shareholder interests, and to provide the Compensation Committee with stockholder feedback that will inform future compensation decisions. The Company frames compensation as a mix of base salary, annual cash bonuses tied 100% to corporate performance goals, and long-term equity incentives (stock options and RSUs) intended to align executives with long-term stockholder value and retain key talent. The request follows the Dodd-Frank Act and SEC rules requiring an advisory vote on executive compensation and reflects the Company’s stated view that its 2025 programs were effective and aligned with stockholder interests. The Board unanimously recommends a FOR vote, citing the independent Compensation Committee’s use of market benchmarking, an independent compensation consultant, multi-year vesting for equity awards, and clawback and anti-hedging policies to mitigate inappropriate risk-taking. The advisory nature of the vote means it will not bind the Board or Compensation Committee, but management indicates it will review and consider the outcome when setting future pay. Given the Company’s clinical-stage profile and recent leadership changes, management emphasizes that equity and performance-based incentives are designed to focus executives on clinical and regulatory milestones, pipeline advancement, and financial stewardship. When evaluating this proposal, investors should weigh the Company’s compensation design, alignment with performance goals (the Board reports 105% achievement of 2025 corporate goals), disclosure detail in the proxy, and whether the advisory approval would signal acceptance of the Committee’s approach or prompt further engagement on pay practices.

Upcoming shareholder meetings at Zentalis Pharmaceuticals Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Zentalis Pharmaceuticals Inc 2026 annual meeting?

Zentalis Pharmaceuticals Inc (ZNTL) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Zentalis Pharmaceuticals Inc 2026 meeting?

The record date for the Zentalis Pharmaceuticals Inc 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Zentalis Pharmaceuticals Inc's 2026 meeting?

The board is presenting 2 director nominees at the Zentalis Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Zentalis Pharmaceuticals Inc 2026 meeting?

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