Syndax Pharmaceuticals (SNDX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, with shareholders able to vote and ask questions online.

• Key agenda items include electing two Class I directors, an advisory vote on executive compensation, ratification of the external auditor, and approval of new equity and employee stock purchase plans.

• Shareholders of record as of April 21, 2026, are entitled to vote, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposals include electing Pierre Legault and Michael A. Metzger as Class I directors, approving executive compensation, ratifying Deloitte & Touche LLP as auditor, and approving the 2026 Equity Incentive Plan and Employee Stock Purchase Plan.

• The board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2027 annual meeting by January 1, 2027.

Board of directors and corporate governance

• The board consists of seven directors divided into three classes, with staggered three-year terms.

• All directors except the CEO are independent under Nasdaq and SEC rules.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Science and Technology.

• The board chair and CEO roles are separated to reinforce independence.

• Directors are expected to attend all meetings; all attended the 2025 annual meeting.