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Compiled from SEC Form N-PX filings and Ventyx Biosciences, Inc.’s Form 8-K, filed March 3, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of March 3, 2026: 2 items on Ventyx Biosciences, Inc.’s Form 8-K, filed March 3, 2026: 2 without a stated outcome.
None.
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
Explore Ventyx Biosciences, Inc. in the interactive database Compare manager voting policies
These tallies are Ventyx Biosciences, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed March 3, 2026 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| 1. To adopt the Merger Agreement | 44,176,785 | 1,572,592 | 61,369 | -- | -- | 97% | Not verified | — |
| 2. To approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to the Company's named executive officers in connection with the Merger | 43,789,693 | 1,838,898 | 182,155 | -- | -- | 96% | Not verified | — |
Source: Ventyx Biosciences, Inc., Form 8-K, filed with the SEC on March 3, 2026 — read the filing on EDGAR.
Each item below shows how the 116 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Ventyx Biosciences, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 4 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of January 7, 2026, by and among Eli Lilly and Company, RYLS Merger Corporation ("merger sub"), and Ventyx Biosciences, Inc. (the "merger agreement");
Ventyx Biosciences, Inc.’s own tally for this item (“1. To adopt the Merger Agreement”): 44,176,785 for, 1,572,592 against, per its Form 8-K filed March 3, 2026 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 29 asset managers below reported 9,774,624 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,909,912 | 0 | 0 | 0 | For |
| BlackRock | 2,814,302 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 1,047,085 | 0 | 0 | 0 | For |
| Fidelity | 694,223 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 430,000 | 0 | 0 | 0 | For |
| Charles Schwab | 381,758 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 300,576 | 0 | 0 | 0 | For |
| State Street | 286,789 | 0 | 0 | 0 | For |
| Dimensional | 246,619 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 129,900 | 0 | 0 | 0 | For |
| ALTSHARES TRUST | 127,649 | 0 | 0 | 0 | For |
| American Century | 107,130 | 0 | 0 | 0 | For |
| Goldman Sachs | 71,710 | 0 | 0 | 0 | For |
| ProShares | 40,942 | 0 | 0 | 0 | For |
| PIMCO | 35,300 | 0 | 0 | 0 | For |
| ETFis Series Trust I | 34,399 | 0 | 0 | 0 | For |
| GDL FUND | 32,333 | 0 | 0 | 0 | For |
| Morningstar Funds Trust | 29,866 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 14,947 | 0 | 0 | 0 | For |
| Equitable | 12,147 | 0 | 0 | 0 | For |
| Victory Capital | 7,286 | 0 | 0 | 0 | For |
| Jackson National | 6,017 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 4,200 | 0 | 0 | 0 | For |
| Invesco | 3,891 | 0 | 0 | 0 | For |
| SA FUNDS INVESTMENT TRUST | 2,132 | 0 | 0 | 0 | For |
Showing the 25 largest of 29 asset managers. See all 29 in the interactive database.
97% of fund votes cast · no official result
Description as filed by funds: TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.
The 29 asset managers below reported 9,487,835 for, 286,789 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,909,912 | 0 | 0 | 0 | For |
| BlackRock | 2,814,302 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 1,047,085 | 0 | 0 | 0 | For |
| Fidelity | 694,223 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 430,000 | 0 | 0 | 0 | For |
| Charles Schwab | 381,758 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 300,576 | 0 | 0 | 0 | For |
| State Street | 0 | 286,789 | 0 | 0 | Against |
| Dimensional | 246,619 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 129,900 | 0 | 0 | 0 | For |
| ALTSHARES TRUST | 127,649 | 0 | 0 | 0 | For |
| American Century | 107,130 | 0 | 0 | 0 | For |
| Goldman Sachs | 71,710 | 0 | 0 | 0 | For |
| ProShares | 40,942 | 0 | 0 | 0 | For |
| PIMCO | 35,300 | 0 | 0 | 0 | For |
| ETFis Series Trust I | 34,399 | 0 | 0 | 0 | For |
| GDL FUND | 32,333 | 0 | 0 | 0 | For |
| Morningstar Funds Trust | 29,866 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 14,947 | 0 | 0 | 0 | For |
| Equitable | 12,147 | 0 | 0 | 0 | For |
| Victory Capital | 7,286 | 0 | 0 | 0 | For |
| Jackson National | 6,017 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 4,200 | 0 | 0 | 0 | For |
| Invesco | 3,891 | 0 | 0 | 0 | For |
| SA FUNDS INVESTMENT TRUST | 2,132 | 0 | 0 | 0 | For |
Showing the 25 largest of 29 asset managers. See all 29 in the interactive database.
Combines 4 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Ventyx Biosciences, Inc. to its named executive officers in connection with the merger of merger sub with and into Ventyx Biosciences, Inc.; and
Ventyx Biosciences, Inc.’s own tally for this item (“2. To approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to the Company's named executive officers in connection with the Merger”): 43,789,693 for, 1,838,898 against, per its Form 8-K filed March 3, 2026 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% 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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,909,912 | 0 | 0 | 0 | For |
| BlackRock | 2,814,302 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 1,047,085 | 0 | 0 | 0 | For |
| Fidelity | 694,223 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 430,000 | 0 | 0 | 0 | For |
| Charles Schwab | 381,758 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 300,576 | 0 | 0 | 0 | For |
| State Street | 286,789 | 0 | 0 | 0 | For |
| Dimensional | 246,619 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 129,900 | 0 | 0 | 0 | For |
| ALTSHARES TRUST | 127,649 | 0 | 0 | 0 | For |
| American Century | 0 | 107,130 | 0 | 0 | Against |
| Goldman Sachs | 71,710 | 0 | 0 | 0 | For |
| ProShares | 40,942 | 0 | 0 | 0 | For |
| PIMCO | 35,300 | 0 | 0 | 0 | For |
| ETFis Series Trust I | 34,399 | 0 | 0 | 0 | For |
| GDL FUND | 32,333 | 0 | 0 | 0 | For |
| Morningstar Funds Trust | 29,866 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 14,947 | 0 | 0 | 0 | For |
| Equitable | 12,147 | 0 | 0 | 0 | For |
| Victory Capital | 7,286 | 0 | 0 | 0 | For |
| Jackson National | 6,017 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 4,200 | 0 | 0 | 0 | For |
| Invesco | 3,891 | 0 | 0 | 0 | For |
| SA FUNDS INVESTMENT TRUST | 2,132 | 0 | 0 | 0 | For |
Fund voting reports, all 29 managers: 9,667,170 for, 107,454 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Affinity Asset Advisors, LLC | 3,781,680 | 0 | 0 | 0 | For |
| GLAZER CAPITAL, LLC | 2,745,175 | 0 | 0 | 0 | For |
| BAKER BROS. ADVISORS LP | 2,349,280 | 0 | 0 | 0 | For |
| BlackRock | 1,378,106 | 0 | 0 | 0 | For |
| TIG Advisors, LLC | 1,027,113 | 0 | 0 | 0 | For |
| 683 Capital Management, LLC | 926,850 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 728,798 | 0 | 0 | 0 | For |
| BALYASNY ASSET MANAGEMENT L.P. | 723,226 | 0 | 0 | 0 | For |
| AQR | 699,023 | 0 | 0 | 0 | For |
| Artia Global Partners LP | 695,982 | 0 | 0 | 0 | For |
| Connor, Clark & Lunn Investment Management Ltd. | 584,127 | 0 | 0 | 0 | For |
| Woodline Partners LP | 562,500 | 0 | 0 | 0 | For |
| Renaissance | 504,036 | 0 | 0 | 0 | For |
| WATER ISLAND CAPITAL LLC | 461,159 | 0 | 0 | 0 | For |
| Vanguard | 446,210 | 0 | 0 | 0 | For |
| NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST | 430,000 | 0 | 0 | 0 | For |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | 427,126 | 0 | 0 | 0 | For |
| Magnetar Financial LLC | 416,660 | 0 | 0 | 0 | For |
| ADAR1 Capital Management, LLC | 412,873 | 0 | 0 | 0 | For |
| Charles Schwab | 382,531 | 0 | 0 | 0 | For |
| State Street | 301,591 | 0 | 0 | 0 | For |
| PACIFIC INVESTMENT MANAGEMENT CO LLC | 251,900 | 0 | 0 | 0 | For |
| Two Sigma | 235,084 | 0 | 0 | 0 | For |
| Twin Securities, Inc. | 233,307 | 0 | 0 | 0 | For |
| HARVEST MANAGEMENT LLC | 175,187 | 0 | 0 | 0 | For |
Institutional-manager reports, all 96 managers: 22,518,178 for, 135,495 against, 35,299 abstained, 1,375 not voted. Showing the 25 largest; see all in the interactive database.
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 71,358,638 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 4.08% |
| 2 | BlackRock | 3.94% |
| 3 | Investment Managers Series Trust II | 1.47% |
| 4 | Fidelity | 0.97% |
| 5 | Delaware/Macquarie | 0.60% |
| 6 | Charles Schwab | 0.53% |
| 7 | ARBITRAGE FUNDS | 0.42% |
| 8 | State Street | 0.40% |
| 9 | Dimensional | 0.35% |
| 10 | BRIDGEWAY FUNDS INC | 0.18% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Affinity Asset Advisors, LLC | 5.30% |
| 2 | GLAZER CAPITAL, LLC | 3.85% |
| 3 | BAKER BROS. ADVISORS LP | 3.29% |
| 4 | BlackRock | 1.93% |
| 5 | TIG Advisors, LLC | 1.44% |
| 6 | 683 Capital Management, LLC | 1.30% |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.02% |
| 8 | BALYASNY ASSET MANAGEMENT L.P. | 1.01% |
| 9 | AQR | 0.98% |
| 10 | Artia Global Partners LP | 0.98% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Bank of America Corporation | 6.47% | DEF14A |
| Entities affiliated with Point72 Asset Management, L.P. | 6.17% | DEF14A |
| Raju Mohan | 6.15% | 13D |
| Morgan Stanley | 6.02% | 13F |
| Entities affiliated with Citadel Advisors LLC | 6.00% | DEF14A |
| Somasundaram Subramaniam, M.B.A. | 5.78% | DEF14A |
| Entities affiliated with New Science Ventures | 5.65% | DEF14A |
| Vanguard Group | 5.53% | 13F |
| BlackRock, Inc. | 5.35% | DEF14A |
| Sheila Gujrathi, M.D. | 1.71% | DEF14A |
Percentages above are of 71,358,638 shares outstanding, as reported by Ventyx Biosciences, Inc. on its Form 10-Q dated November 3, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
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 November 3, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At Ventyx Biosciences, Inc.'s shareholder meeting held March 3, 2026, in the 2025-2026 proxy season, 116 asset managers reported how they voted in their SEC Form N-PX filings, covering 310 separate fund positions. Their filings are grouped here into 3 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on a non-binding, advisory basis, the compensation that will or may become payable… — FOR was 96% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Ventyx Biosciences, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on March 3, 2026.
Ventyx Biosciences, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.