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Compiled from SEC Form N-PX filings and ZENTALIS PHARMACEUTICALS INC.’s Form 8-K, filed June 21, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of June 21, 2024: 4 items on ZENTALIS PHARMACEUTICALS INC.’s Form 8-K, filed June 21, 2024: 1 approved · 3 without a stated outcome.
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
Explore ZENTALIS PHARMACEUTICALS INC. in the interactive database Compare manager voting policies
These tallies are ZENTALIS PHARMACEUTICALS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 21, 2024 (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 |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Kimberly Blackwell, M.D. | 48,055,584 | -- | -- | 12,810,370 | 5,241,491 | 79% | Not verified | — |
| Elect Director: Enoch Kariuki, Pharm.D. | 45,008,378 | -- | -- | 15,857,576 | 5,241,491 | 74% | Not verified | — |
| 2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 | 66,098,083 | 5,665 | 3,697 | -- | 0 | 99.9% | Not verified | — |
| 3. Approval, on an advisory (non-binding) basis, the compensation of the Company's named executive officers | 36,128,130 | 24,729,730 | 8,094 | -- | 5,241,491 | 59% | Approved | — |
Source: ZENTALIS PHARMACEUTICALS INC., Form 8-K, filed with the SEC on June 21, 2024 — read the filing on EDGAR.
Each item below shows how the 147 asset managers that disclosed a ZENTALIS PHARMACEUTICALS 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.
Combines 4 wordings of this item as funds reported it.
74% Majority: yes · of votes cast
Description as filed by funds: Election of Class I Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified, subject to their earlier death, resignation or removal: Enoch Kariuki, Pharm.D.
ZENTALIS PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Enoch Kariuki, Pharm.D.”): 45,008,378 for, 15,857,576 withheld, per its Form 8-K filed June 21, 2024 (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: 74% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 58 asset managers below reported 26,053,408 for, 3,793 against, 8,053,220 withheld, 74,983 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| MUTUAL FUND SERIES TRUST | 11,557,422 | 0 | 0 | 0 | For |
| Fidelity | 641,076 | 0 | 0 | 5,807,130 | Mixed |
| Vanguard | 4,242,938 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,724,769 | 0 | 0 | 1,423,364 | Mixed |
| Capital Group | 2,819,664 | 0 | 0 | 0 | For |
| Federated Hermes | 1,731,800 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 850,250 | 0 | 0 | 0 | For |
| BlackRock | 661,019 | 0 | 0 | 0 | For |
| Charles Schwab | 457,196 | 0 | 0 | 0 | For |
| State Street | 255 | 0 | 0 | 244,906 | Withhold |
| Equitable | 109,045 | 0 | 0 | 56,518 | Mixed |
| Direxion Shares ETF Trust | 0 | 0 | 0 | 158,906 | Withhold |
| John Hancock | 52,198 | 0 | 31,485 | 0 | Mixed |
| TIAA | 0 | 0 | 0 | 80,808 | Withhold |
| ProShares | 0 | 0 | 0 | 59,364 | Withhold |
| Lincoln Financial | 0 | 0 | 0 | 55,570 | Withhold |
| Northwestern Mutual | 0 | 0 | 0 | 42,509 | Withhold |
| Brighthouse | 24,859 | 0 | 0 | 13,927 | Mixed |
| SEI | 32,540 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 29,453 | 0 | 0 | 0 | For |
| Thrivent | 0 | 0 | 0 | 27,707 | Withhold |
| Global X | 26,545 | 0 | 0 | 0 | For |
| Voya | 19,243 | 0 | 0 | 0 | For |
| Pacific Life | 18,887 | 0 | 0 | 0 | For |
| JPMorgan | 0 | 0 | 18,478 | 0 | Abstain |
Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.
Combines 4 wordings of this item as funds reported it.
79% Majority: yes · of votes cast
Description as filed by funds: Election of Class I Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified, subject to their earlier death, resignation or removal: Kimberly Blackwell, M.D.
ZENTALIS PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Kimberly Blackwell, M.D.”): 48,055,584 for, 12,810,370 withheld, per its Form 8-K filed June 21, 2024 (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: 79% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 58 asset managers below reported 27,984,776 for, 3,793 against, 6,149,913 withheld, 46,922 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| MUTUAL FUND SERIES TRUST | 11,557,422 | 0 | 0 | 0 | For |
| Fidelity | 641,076 | 0 | 0 | 5,807,130 | Mixed |
| Vanguard | 4,242,938 | 0 | 0 | 0 | For |
| T. Rowe Price | 4,148,133 | 0 | 0 | 0 | For |
| Capital Group | 2,819,664 | 0 | 0 | 0 | For |
| Federated Hermes | 1,731,800 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 850,250 | 0 | 0 | 0 | For |
| BlackRock | 661,019 | 0 | 0 | 0 | For |
| Charles Schwab | 457,196 | 0 | 0 | 0 | For |
| State Street | 244,831 | 0 | 0 | 330 | For |
| Equitable | 165,563 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 0 | 0 | 0 | 158,906 | Withhold |
| John Hancock | 61,781 | 0 | 21,902 | 0 | Mixed |
| TIAA | 80,808 | 0 | 0 | 0 | For |
| ProShares | 0 | 0 | 0 | 59,364 | Withhold |
| Lincoln Financial | 49,500 | 0 | 0 | 6,070 | Mixed |
| Northwestern Mutual | 42,509 | 0 | 0 | 0 | For |
| Brighthouse | 24,859 | 0 | 0 | 13,927 | Mixed |
| SEI | 32,540 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 29,453 | 0 | 0 | 0 | For |
| Thrivent | 0 | 0 | 0 | 27,707 | Withhold |
| Global X | 26,545 | 0 | 0 | 0 | For |
| Voya | 19,243 | 0 | 0 | 0 | For |
| Pacific Life | 18,887 | 0 | 0 | 0 | For |
| JPMorgan | 18,478 | 0 | 0 | 0 | For |
Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.
Combines 7 wordings of this item as funds reported it.
59% Approved · of votes cast
Description as filed by funds: To approve, on an advisory (non- binding) basis, the compensation of our named executive officers.
ZENTALIS PHARMACEUTICALS INC.’s own tally for this item (“3. Approval, on an advisory (non-binding) basis, the compensation of the Company's named executive officers”): 36,128,130 for, 24,729,730 against — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Item 3 — Approval, on an advisory (non-binding) basis, the compensation of the Company's named executive officers.”
Support: 59% 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 |
|---|---|---|---|---|---|
| MUTUAL FUND SERIES TRUST | 11,557,422 | 0 | 0 | 0 | For |
| Fidelity | 24,401 | 6,423,805 | 0 | 0 | Against |
| Vanguard | 4,242,938 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 4,148,133 | 0 | 0 | Against |
| Capital Group | 0 | 2,819,664 | 0 | 0 | Against |
| Federated Hermes | 1,731,800 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 0 | 850,250 | 0 | 0 | Against |
| BlackRock | 661,019 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 457,196 | 0 | 0 | Against |
| State Street | 255 | 244,906 | 0 | 0 | Against |
| Equitable | 90,140 | 75,423 | 0 | 0 | Mixed |
| Direxion Shares ETF Trust | 0 | 158,906 | 0 | 0 | Against |
| John Hancock | 0 | 83,683 | 0 | 0 | Against |
| TIAA | 80,808 | 0 | 0 | 0 | For |
| ProShares | 0 | 59,364 | 0 | 0 | Against |
| Lincoln Financial | 0 | 55,570 | 0 | 0 | Against |
| Northwestern Mutual | 0 | 42,509 | 0 | 0 | Against |
| Brighthouse | 0 | 37,488 | 1,298 | 0 | Against |
| SEI | 0 | 32,540 | 0 | 0 | Against |
| QUANTITATIVE MASTER SERIES LLC | 29,453 | 0 | 0 | 0 | For |
| Thrivent | 0 | 27,707 | 0 | 0 | Against |
| Global X | 0 | 26,545 | 0 | 0 | Against |
| Voya | 0 | 19,243 | 0 | 0 | Against |
| Pacific Life | 18,887 | 0 | 0 | 0 | For |
| JPMorgan | 0 | 18,478 | 0 | 0 | Against |
Fund voting reports, all 57 managers: 18,456,490 for, 15,723,823 against, 1,298 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Matrix Capital Management Company, LP | 11,545,757 | 0 | 0 | 0 | For |
| Fidelity | 0 | 7,814,905 | 0 | 0 | Against |
| T. Rowe Price | 0 | 6,199,571 | 0 | 0 | Against |
| Decheng Capital LLC | 3,070,442 | 0 | 0 | 0 | For |
| Capital Group | 0 | 2,819,664 | 0 | 0 | Against |
| Federated Hermes | 1,731,800 | 0 | 0 | 0 | For |
| MPM BioImpact LLC | 1,526,593 | 0 | 0 | 0 | For |
| BlackRock | 1,490,753 | 8,201 | 0 | 0 | For |
| PRIMECAP MANAGEMENT CO/CA/ | 0 | 1,141,610 | 0 | 0 | Against |
| Verition Fund Management LLC | 0 | 1,079,807 | 0 | 0 | Against |
| TYBOURNE CAPITAL MANAGEMENT (HK) LTD | 0 | 961,486 | 0 | 0 | Against |
| State Street | 255 | 850,310 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 708,586 | 0 | 0 | Against |
| Paradigm Biocapital Advisors LP | 0 | 669,336 | 0 | 0 | Against |
| Citadel | 513,797 | 0 | 0 | 0 | For |
| 5AM Venture Management, LLC | 488,590 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 457,196 | 0 | 0 | Against |
| Boxer Capital, LLC | 450,000 | 0 | 0 | 0 | For |
| Northern Trust | 0 | 299,617 | 0 | 0 | Against |
| Rafferty Asset Management, LLC | 0 | 158,906 | 0 | 0 | Against |
| Allianz | 0 | 125,380 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 0 | 93,330 | 0 | 0 | Against |
| Two Sigma | 0 | 86,704 | 0 | 0 | Against |
| Nuveen | 82,946 | 0 | 0 | 0 | For |
| Vanguard | 75,736 | 0 | 0 | 0 | For |
Institutional-manager reports, all 112 managers: 21,117,959 for, 24,161,952 against. Showing the 25 largest; see all in the interactive database.
Combines 3 wordings of this item as funds reported it.
99.9% Majority: yes · of votes cast
Description as filed by funds: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
ZENTALIS PHARMACEUTICALS INC.’s own tally for this item (“2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024”): 66,098,083 for, 5,665 against, per its Form 8-K filed June 21, 2024 (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: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 58 asset managers below reported 34,184,106 for, 1,298 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| MUTUAL FUND SERIES TRUST | 11,557,422 | 0 | 0 | 0 | For |
| Fidelity | 6,448,206 | 0 | 0 | 0 | For |
| Vanguard | 4,242,938 | 0 | 0 | 0 | For |
| T. Rowe Price | 4,148,133 | 0 | 0 | 0 | For |
| Capital Group | 2,819,664 | 0 | 0 | 0 | For |
| Federated Hermes | 1,731,800 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 850,250 | 0 | 0 | 0 | For |
| BlackRock | 661,019 | 0 | 0 | 0 | For |
| Charles Schwab | 457,196 | 0 | 0 | 0 | For |
| State Street | 245,161 | 0 | 0 | 0 | For |
| Equitable | 165,563 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 158,906 | 0 | 0 | 0 | For |
| John Hancock | 83,683 | 0 | 0 | 0 | For |
| TIAA | 80,808 | 0 | 0 | 0 | For |
| ProShares | 59,364 | 0 | 0 | 0 | For |
| Lincoln Financial | 55,570 | 0 | 0 | 0 | For |
| Northwestern Mutual | 42,509 | 0 | 0 | 0 | For |
| Brighthouse | 37,488 | 0 | 1,298 | 0 | For |
| SEI | 32,540 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 29,453 | 0 | 0 | 0 | For |
| Thrivent | 27,707 | 0 | 0 | 0 | For |
| Global X | 26,545 | 0 | 0 | 0 | For |
| Voya | 19,243 | 0 | 0 | 0 | For |
| Pacific Life | 18,887 | 0 | 0 | 0 | For |
| JPMorgan | 18,478 | 0 | 0 | 0 | For |
Showing the 25 largest of 58 asset managers. See all 58 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 71,013,233 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | MUTUAL FUND SERIES TRUST | 16.28% |
| 2 | Fidelity | 9.08% |
| 3 | Vanguard | 5.97% |
| 4 | T. Rowe Price | 5.84% |
| 5 | Capital Group | 3.97% |
| 6 | Federated Hermes | 2.44% |
| 7 | PRIMECAP Odyssey Funds | 1.20% |
| 8 | BlackRock | 0.93% |
| 9 | Charles Schwab | 0.64% |
| 10 | State Street | 0.35% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Matrix Capital Management Company, LP | 16.26% |
| 2 | Fidelity | 11.00% |
| 3 | T. Rowe Price | 8.73% |
| 4 | Decheng Capital LLC | 4.32% |
| 5 | Capital Group | 3.97% |
| 6 | Federated Hermes | 2.44% |
| 7 | MPM BioImpact LLC | 2.15% |
| 8 | BlackRock | 2.11% |
| 9 | PRIMECAP MANAGEMENT CO/CA/ | 1.61% |
| 10 | Verition Fund Management LLC | 1.52% |
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 |
|---|---|---|
| Matrix Capital Management Master Fund, LP | 19.66% | DEF14A |
| Eventide Asset Management, LLC | 16.28% | DEF14A |
| FMR LLC | 14.56% | DEF14A |
| Citadel Advisors | 5.46% | 13F |
| State Street | 5.33% | 13F |
| T. Rowe Price | 4.91% | 13F |
| Vanguard Group | 4.09% | 13F |
| Morgan Stanley | 1.98% | 13F |
| Kimberly Blackwell, M.D. | 1.91% | DEF14A |
| BlackRock | 1.76% | 13F |
Percentages above are of 71,013,233 shares outstanding, as reported by ZENTALIS PHARMACEUTICALS INC. on its Form 10-Q dated May 3, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 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 ZENTALIS PHARMACEUTICALS INC.’s 10-Q dated May 3, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At ZENTALIS PHARMACEUTICALS INC.'s shareholder meeting held June 21, 2024, in the 2023-2024 proxy season, 147 asset managers reported how they voted on 4 ballot items in their SEC Form N-PX filings, covering 1,006 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory (non- binding) basis, the compensation of our named executive… — ZENTALIS PHARMACEUTICALS INC.'s filing reports the proposal as approved, with 59% 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: ZENTALIS PHARMACEUTICALS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 21, 2024.
ZENTALIS PHARMACEUTICALS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025.
Download data (CSV): ballot items · votes by manager · column guide.