Denali Therapeutics (DNLI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with voting on three main proposals: election of three directors, ratification of Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• The board recommends voting for all three proposals and provides detailed instructions for voting by internet, phone, mail, or during the meeting.

• The company highlights significant 2025 milestones, including FDA accelerated approval for AVLAYAH™ for Hunter syndrome, expansion of clinical programs, and a $200M royalty funding agreement with Royalty Pharma.

• A public offering in December 2025 raised $189.2M, with additional proceeds in January 2026 from underwriter options.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, ratifying Ernst & Young LLP as auditor, and approving executive compensation on an advisory basis.

• Shareholders may submit proposals for the 2027 annual meeting by December 22, 2026, and must follow specific bylaw and SEC requirements.

• The board recommends voting for all nominees and proposals.

Board of directors and corporate governance

• The board consists of nine members, eight of whom are independent; directors are divided into three classes with staggered three-year terms.

• Board leadership is separated between the Chairperson and CEO roles.

• Committees include audit, compensation, corporate governance and nominating, and science and technology, all meeting independence requirements.

• Stock ownership guidelines require non-employee directors to hold equity equal to at least three times their annual retainer.

• The board regularly reviews risk management, corporate governance, and director performance.