Current Report Filing (8-k)

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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, 2020

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)

[phone]

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

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

On June 3, 2020, Denali Therapeutics Inc. (the “Company”) held its annual meeting of stockholders. Of the 105,605,386 shares of common stock outstanding as of April 13, 2020, the record date for the meeting, 87,977,861 shares of common stock were represented at the meeting in person or by proxy, constituting 83.31% 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 Officers

Election of three Class III directors to hold office until the 2023 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 2023 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
David Schenkein, M.D.						76,017,242						5,260,429						6,700,190
Jennifer Cook						76,018,693						5,258,978						6,700,190
Ryan J. Watts, Ph.D.						77,120,525						4,157,146						6,700,190

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, 2020 was ratified based on the following results of voting:

For						Against						Abstain						Broker Non-Votes
87,953,441						8,264						16,156						—

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
80,885,443						364,530						27,698						6,700,190

Proposal 4 - Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

The Company’s stockholders approved, on a non-binding, advisory basis, a frequency of one year for future non-binding, advisory votes on the compensation of the Company’s named executive officers.

3 years						2 years						1 year						Abstain						Broker Non-Votes
39,535,173						29,849						41,684,618						28,031						6,700,190

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

104

Cover Page Interactive Data File (formatted as Inline XBRL)

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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 8, 2020

By:

/s/ Steve E. Krognes

Steve E. Krognes

Chief Financial Officer and Treasurer