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VENTYX BIOSCIENCES INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and VENTYX BIOSCIENCES INC.’s Form 8-K, filed June 10, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 4Ballot items
  • 118Asset managers
  • 521Fund votes
  • June 4, 2025Meeting date

Results at a glance

Meeting of June 4, 2025: 4 items on VENTYX BIOSCIENCES INC.’s Form 8-K, filed June 10, 2025: 2 elected · 2 approved.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore VENTYX BIOSCIENCES INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by VENTYX BIOSCIENCES INC.

These tallies are VENTYX BIOSCIENCES INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 10, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

VENTYX BIOSCIENCES INC. — official shareholder meeting results, meeting held June 4, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Somasundaram Subramaniam, M.B.A. 17,175,776---- 14,517,13317,997,451 54.2%Elected—
Elect Director: Sheila Gujrathi, M.D. 29,409,104---- 2,283,80517,997,451 93%Elected—
2. Advisory Vote on Executive Compensation 20,421,57510,900,876370,458 --17,997,451 65%Approved—
3. Ratification of Appointment of Independent Registered Public Accounting Firm 47,804,1281,580,619305,614 ---- 97%Approved—

Source: VENTYX BIOSCIENCES INC., Form 8-K, filed with the SEC on June 10, 2025 — read the filing on EDGAR.

How asset managers voted at the VENTYX BIOSCIENCES INC. 2024-2025 meeting

Each item below shows how the 118 asset managers that disclosed a VENTYX BIOSCIENCES INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Sheila Gujrathi, M.D.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 29,409,104WITHHELD: 2,283,805
Details: description as filed, official tally, votes by 37 asset managers

Description as filed by funds: To elect two Class I directors to hold office until our 2028 annual meeting of stockholders and until their respective successors are elected and qualified: Sheila Gujrathi, M.D.

VENTYX BIOSCIENCES INC.’s own tally for this item (“Elect Director: Sheila Gujrathi, M.D.”): 29,409,104 for, 2,283,805 withheld, per its Form 8-K filed June 10, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were re-elected by the holders of our common stock to serve as our Class I directors to hold office until our 2028 annual meeting of stockholders and until their successors have been duly elected and qualified:”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 37 asset managers below reported 7,796,839 for, 175,421 withheld.

FOR
FOR: 7,796,839WITHHOLD: 175,421
Largest asset managers voting on “To elect two Class I directors to hold office until our 2028 annual meeting of stockholders and until their re” at VENTYX BIOSCIENCES INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,475,5550 00For
Fidelity1,340,0550 00For
BlackRock968,8640 00For
Charles Schwab450,9850 00For
Delaware/Macquarie430,0000 00For
JPMorgan273,7180 00For
Equitable214,1300 00For
TIAA132,6560 00For
Lincoln Financial56,6680 049,206Mixed
Invesco98,8970 00For
Voya00 065,470Withhold
AQR42,6930 00For
BRIDGEWAY FUNDS INC39,0000 00For
Global X36,0180 00For
Dimensional00 031,088Withhold
AIG/SunAmerica29,7740 00For
Northern Trust28,5050 00For
Pacific Life28,0160 00For
Bridge Builder Trust26,9570 00For
John Hancock24,0810 00For
State Street00 021,167Withhold
Brighthouse17,5370 00For
Nationwide16,5460 00For
Goldman Sachs15,7530 00For
ProShares12,2820 00For

Showing the 25 largest of 37 asset managers. See all 37 in the interactive database.

2. Elect Director: Somasundaram Subramaniam, M.B.A.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

54.2% Majority: yes · of votes cast

FOR 54.2%WITHHELD
FOR: 17,175,776WITHHELD: 14,517,133
Details: description as filed, official tally, votes by 37 asset managers

Description as filed by funds: To elect two Class I directors to hold office until our 2028 annual meeting of stockholders and until their respective successors are elected and qualified: Somasundaram Subramaniam, M.B.A.

VENTYX BIOSCIENCES INC.’s own tally for this item (“Elect Director: Somasundaram Subramaniam, M.B.A.”): 17,175,776 for, 14,517,133 withheld, per its Form 8-K filed June 10, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were re-elected by the holders of our common stock to serve as our Class I directors to hold office until our 2028 annual meeting of stockholders and until their successors have been duly elected and qualified:”
Support: 54.2% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 37 asset managers below reported 5,223,547 for, 2,748,713 withheld.

FORWITHHOLD
FOR: 5,223,547WITHHOLD: 2,748,713
Largest asset managers voting on “To elect two Class I directors to hold office until our 2028 annual meeting of stockholders and until their re” at VENTYX BIOSCIENCES INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,475,5550 00For
Fidelity1,340,0550 00For
BlackRock00 0968,864Withhold
Charles Schwab00 0450,985Withhold
Delaware/Macquarie00 0430,000Withhold
JPMorgan273,7180 00For
Equitable00 0214,130Withhold
TIAA00 0132,656Withhold
Lincoln Financial104,8680 01,006For
Invesco00 098,897Withhold
Voya00 065,470Withhold
AQR00 042,693Withhold
BRIDGEWAY FUNDS INC00 039,000Withhold
Global X00 036,018Withhold
Dimensional00 031,088Withhold
AIG/SunAmerica00 029,774Withhold
Northern Trust00 028,505Withhold
Pacific Life00 028,016Withhold
Bridge Builder Trust00 026,957Withhold
John Hancock00 024,081Withhold
State Street21,1670 00For
Brighthouse00 017,537Withhold
Nationwide00 016,546Withhold
Goldman Sachs00 015,753Withhold
ProShares00 012,282Withhold

Showing the 25 largest of 37 asset managers. See all 37 in the interactive database.

3. 2. Advisory Vote on Executive Compensation

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

65% Approved · of votes cast

FOR 65%AGAINST
FOR: 20,421,575AGAINST: 10,900,876
Details: description as filed, official tally, votes by 118 asset managers

Description as filed by funds: To approve, on an advisory basis, the compensation of the named executive officers identified in the 2024 Summary Compensation Table in the "Executive Compensation" section of the proxy statement (the "Say-on-Pay Vote").

VENTYX BIOSCIENCES INC.’s own tally for this item (“2. Advisory Vote on Executive Compensation”): 20,421,575 for, 10,900,876 against — passed, per its Form 8-K filed June 10, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The "say-on-pay" proposal regarding the compensation of our named executive officers as described on page 18 of the Proxy Statement was approved, on an advisory basis.”
Support: 65% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 37 asset managers voting on “To approve, on an advisory basis, the compensation of the named executive officers identified in the 2024 Summ” at VENTYX BIOSCIENCES INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,475,5550 00For
Fidelity1,340,0550 00For
BlackRock968,8640 00For
Charles Schwab0450,985 00Against
Delaware/Macquarie0430,000 00Against
JPMorgan273,7180 00For
Equitable214,1300 00For
TIAA0132,656 00Against
Lincoln Financial104,8681,006 00For
Invesco098,897 00Against
Voya065,470 00Against
AQR042,693 00Against
BRIDGEWAY FUNDS INC039,000 00Against
Global X036,018 00Against
Dimensional031,088 00Against
AIG/SunAmerica029,774 00Against
Northern Trust28,5050 00For
Pacific Life28,0160 00For
Bridge Builder Trust26,9570 00For
John Hancock024,081 00Against
State Street21,1670 00For
Brighthouse017,537 00Against
Nationwide16,5460 00For
Goldman Sachs015,753 00Against
ProShares012,282 00Against

Fund voting reports, all 37 managers: 6,501,957 for, 1,470,303 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 95 asset managers voting on “To approve, on an advisory basis, the compensation of the named executive officers identified in the 2024 Summ” at VENTYX BIOSCIENCES INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,874,761428 00For
Point7201,765,617 00Against
Vestal Point Capital, LP01,679,999 00Against
GEODE CAPITAL MANAGEMENT, LLC1,497,9700 00For
Redmile Group, LLC01,297,042 00Against
State Street1,000,79711,599 00For
Connor, Clark & Lunn Investment Management Ltd.0753,891 00Against
JPMorgan645,3780 00For
Citadel590,3240 00For
AQR0523,919 00Against
Affinity Asset Advisors, LLC485,6490 00For
Charles Schwab0450,985 00Against
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST0430,000 00Against
Northern Trust418,5838,289 00For
Qiming U.S. Ventures Management, LLC412,2250 00For
TCG Crossover Management, LLC316,1950 00For
ADAR1 Capital Management, LLC0281,600 00Against
CIBC WORLD MARKET INC.0272,500 00Against
MELLON INVESTMENTS Corp225,1470 00For
Graham Capital Management, L.P.0224,008 00Against
Nuveen0168,420 00Against
Two Sigma0146,767 00Against
T. Rowe Price0120,483 00Against
Invesco0118,765 00Against
HighTower Advisors, LLC0109,271 00Against

Institutional-manager reports, all 95 managers: 7,710,347 for, 8,929,764 against. Showing the 25 largest; see all in the interactive database.

4. 3. Ratification of Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

97% Approved · of votes cast

FOR 97%
FOR: 47,804,128AGAINST: 1,580,619
Details: description as filed, official tally, votes by 37 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2025.

VENTYX BIOSCIENCES INC.’s own tally for this item (“3. Ratification of Appointment of Independent Registered Public Accounting Firm”): 47,804,128 for, 1,580,619 against — passed, per its Form 8-K filed June 10, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified based on the following results of voting:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 37 asset managers below reported 7,972,260 for.

FOR
FOR: 7,972,260
Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FI” at VENTYX BIOSCIENCES INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,475,5550 00For
Fidelity1,340,0550 00For
BlackRock968,8640 00For
Charles Schwab450,9850 00For
Delaware/Macquarie430,0000 00For
JPMorgan273,7180 00For
Equitable214,1300 00For
TIAA132,6560 00For
Lincoln Financial105,8740 00For
Invesco98,8970 00For
Voya65,4700 00For
AQR42,6930 00For
BRIDGEWAY FUNDS INC39,0000 00For
Global X36,0180 00For
Dimensional31,0880 00For
AIG/SunAmerica29,7740 00For
Northern Trust28,5050 00For
Pacific Life28,0160 00For
Bridge Builder Trust26,9570 00For
John Hancock24,0810 00For
State Street21,1670 00For
Brighthouse17,5370 00For
Nationwide16,5460 00For
Goldman Sachs15,7530 00For
ProShares12,2820 00For

Showing the 25 largest of 37 asset managers. See all 37 in the interactive database.

Largest VENTYX BIOSCIENCES INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 70,499,332 shares outstanding at the time of that meeting.

Fund voting reports: top VENTYX BIOSCIENCES INC. shareholders by shares voted on “To approve, on an advisory basis, the compensation of the named executive officers identified…”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 4.93%
2Fidelity 1.90%
3BlackRock 1.37%
4Charles Schwab 0.64%
5Delaware/Macquarie 0.61%
6JPMorgan 0.39%
7Equitable 0.30%
8TIAA 0.19%
9Lincoln Financial 0.15%
10Invesco 0.14%
Institutional-manager reports: top VENTYX BIOSCIENCES INC. shareholders by shares voted on “To approve, on an advisory basis, the compensation of the named executive officers identified…”, 2024-2025
#Asset manager % of shares outstanding
1BlackRock 2.66%
2Point72 2.50%
3Vestal Point Capital, LP 2.38%
4GEODE CAPITAL MANAGEMENT, LLC 2.12%
5Redmile Group, LLC 1.84%
6State Street 1.44%
7Connor, Clark & Lunn Investment Management Ltd. 1.07%
8JPMorgan 0.92%
9Citadel 0.84%
10AQR 0.74%

Reported VENTYX BIOSCIENCES INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

VENTYX BIOSCIENCES INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Somasundaram Subramaniam 7.70% 13D
BlackRock 6.30% 13F
Entities affiliated with Point72 Asset Management, L.P. 6.24% DEF14A
Raju Mohan 6.22% 13D
Entities affiliated with Citadel Advisors LLC 6.07% DEF14A
Point72 6.01% 13F
Affinity Healthcare Fund, LP 5.75% 13G
Entities affiliated with New Science Ventures 5.72% DEF14A
Vanguard Group 4.98% 13F
Geode Capital 2.08% 13F

Percentages above are of 70,499,332 shares outstanding, as reported by VENTYX BIOSCIENCES INC. on its Form 10-Q dated May 6, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from VENTYX BIOSCIENCES INC.’s 10-Q dated May 6, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At VENTYX BIOSCIENCES INC.'s shareholder meeting held June 4, 2025, in the 2024-2025 proxy season, 118 asset managers reported how they voted on 4 ballot items in their SEC Form N-PX filings, covering 521 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory basis, the compensation of the named executive officers identified… — VENTYX BIOSCIENCES INC.'s filing reports the proposal as approved, with 65% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: VENTYX BIOSCIENCES INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 10, 2025.

VENTYX BIOSCIENCES INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.