UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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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. |
We held our Annual Meeting of Stockholders (“Annual Meeting”) on June 7, 2023. Of the 58,456,970 shares of our common stock outstanding as of April 13, 2023, 51,703,177 shares of common stock were represented, either by attending the virtual annual meeting or by proxy, constituting, of the shares entitled to vote, approximately 88.45% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.
| 1. | Election of Two Class II Directors. The following nominees were re-elected by the holders of our common stock to serve as our Class II directors to hold office until our 2026 annual meeting of stockholders and until their successors have been duly elected and qualified: |
| Nominee |
For | Abstain | Broker Non-Votes | |||||||||
| Raju Mohan, Ph.D. |
40,743,417 | 3,928,095 | 7,031,665 | |||||||||
| William White, J.D., M.P.P. |
36,321,695 | 8,349,817 | 7,031,665 | |||||||||
| 2. | Amendment to the Company’s Amended and Restated Certificate of Incorporation. The amendment of the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation was approved based on the following results of voting: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 40,593,832 | 4,076,320 | 1,360 | 7,031,665 |
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified based on the following results of voting: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 51,699,933 | 1,219 | 2,025 | — |
SIGNATURES
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.
| VENTYX BIOSCIENCES, INC. | ||
| By: | /s/ Raju Mohan | |
| Raju Mohan, Ph.D. | ||
| Chief Executive Officer | ||
Date: June 9, 2023
Document and Entity Information |
Jun. 07, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001851194 |
| Document Type | 8-K |
| Document Period End Date | Jun. 07, 2023 |
| Entity Registrant Name | Ventyx Biosciences, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40928 |
| Entity Tax Identification Number | 83-2996852 |
| Entity Address, Address Line One | 662 Encinitas Blvd. |
| Entity Address, Address Line Two | Suite 250 |
| Entity Address, City or Town | Encinitas |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92024 |
| City Area Code | (760) |
| Local Phone Number | 593-4832 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.0001 par value per share |
| Trading Symbol | VTYX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |