Syndax Pharmaceuticals (SNDX) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will vote on several proposals, with special emphasis on approving the 2026 Equity Incentive Plan to replace the expired 2015 Plan.

• The 2026 Plan is designed to support the company's commercial growth phase, following the launch of two FDA-approved products and expansion into new indications.

• The plan aims to attract and retain specialized talent in a competitive life sciences market, aligning compensation with shareholder interests.

• Forward-looking statements highlight inherent risks and uncertainties, with no obligation to update projections.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the 2026 Equity Incentive Plan, with the Board unanimously recommending approval.

• Glass Lewis supports the plan, while ISS recommends against it due to dilution concerns, which the company disputes.

• Shareholders can change or revoke their votes before the final tally at the Annual Meeting.

Board of directors and corporate governance

• The 2026 Plan incorporates governance best practices, including no evergreen provision, no rollover shares, and limits on non-employee director compensation.

• Amendments to the plan require shareholder approval if mandated by law or exchange rules.