DNLI Denali Therapeutics

Filed: 4 Jun 21, 4:04pm

Washington, D.C. 20549

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 2, 2021
Denali Therapeutics Inc.
(Exact name of registrant as specified in its charter)
(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) 866-8548
(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))
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. ¨
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareDNLINASDAQ Global Select Market

Item 5.07     Submission of Matters to a Vote of Security Holders.
On June 2, 2021, Denali Therapeutics Inc. (the “Company”) held its annual meeting of stockholders. Of the 121,177,045 shares of common stock outstanding as of April 12, 2021, the record date for the meeting, 112,684,753 shares of common stock were represented at the meeting in person or by proxy, constituting 92.99% 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 four Class I directors to hold office until the 2024 annual meeting of stockholders. Each of the following nominees was elected to serve as a Class I director, to hold office until the Company’s 2024 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.
NomineesForWithheldBroker Non-Votes
Douglas Cole, M.D.94,579,8259,407,7178,697,211
Jay Flatley94,448,2149,539,3288,697,211
Marc Tessier-Lavigne, Ph.D.94,508,8629,478,6808,697,211
Nancy A. Thornberry102,773,2401,214,3028,697,211
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, 2021 was ratified based on the following results of voting:
ForAgainstAbstainBroker Non-Votes
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.
ForAgainstAbstainBroker Non-Votes
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
104Cover Page Interactive Data File (formatted as Inline XBRL)


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.

Date:June 4, 2021By:/s/ Steve E. Krognes
Steve E. Krognes
Chief Financial Officer and Treasurer