Ventyx Biosciences (VTYX) Proxy Filing summary

Executive summary

• Board approved special 2026 cash bonus awards for key executives in lieu of regular equity grants due to the anticipated merger with Eli Lilly and Company, with awards contingent on continued service and merger completion by April 7, 2027.

• If the merger does not close by the deadline, affected employees may be recommended for stock options instead, vesting over four years from January 2, 2026.

• The company will file a proxy statement to solicit shareholder approval for the merger, with materials to be distributed to all eligible stockholders.

• Forward-looking statements highlight risks including shareholder approval, regulatory clearance, competing offers, and potential impacts on business operations and personnel.

Voting matters and shareholder proposals

• Shareholders will be asked to vote on the adoption of the merger agreement at a special meeting, with proxy materials to be provided in advance.

Board of directors and corporate governance

• The board and compensation committee approved the 2026 cash bonus awards and will consider replacement stock options if the merger is not completed.