Ventyx Biosciences (VTYX) Proxy Filing summary

Executive summary

• Special meeting scheduled for March 3, 2026, to vote on a merger with Eli Lilly and Company, where shareholders will receive $14.00 per share in cash, representing a 62% premium to the 30-day average price prior to the announcement.

• The board unanimously recommends approval of the merger, citing strategic review, competitive risks, and the certainty of cash value as key factors.

• If approved, Ventyx will become a wholly owned subsidiary of Lilly and its shares will be delisted from Nasdaq.

• The merger is expected to close in the first half of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) non-binding approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• The board recommends voting FOR all proposals.

• Appraisal rights are available for dissenting shareholders under Delaware law.

Board of directors and corporate governance

• All directors and officers, as well as entities affiliated with New Science Ventures (owning ~10% of shares), have entered into support agreements to vote in favor of the merger.

• The board considered multiple strategic alternatives and determined the merger was in the best interest of shareholders.