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Compiled from SEC Form N-PX filings and ZENTALIS PHARMACEUTICALS INC.’s Form 8-K, filed June 18, 2025 (Item 5.07 on EDGAR). Page generated October 25, 2026.
Meeting of June 17, 2025: 5 items on ZENTALIS PHARMACEUTICALS INC.’s Form 8-K, filed June 18, 2025: 1 approved · 4 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 18, 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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Scott Myers | 43,014,172 | -- | -- | 3,948,491 | 11,249,440 | 92% | Not verified | — |
| Elect Director: Karan Takhar | 30,655,734 | -- | -- | 16,306,929 | 11,249,440 | 65% | Not verified | — |
| Elect Director: Luke Walker, M.D. | 36,599,420 | -- | -- | 10,363,243 | 11,249,440 | 78% | 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, 2025 | 58,100,230 | 10,761 | 101,112 | -- | 0 | 99.9% | Not verified | — |
| 3. Approval, on an advisory (non-binding) basis, the compensation of the Company's named executive officers | 29,474,720 | 17,374,784 | 113,159 | -- | 11,249,440 | 63% | Approved | — |
Source: ZENTALIS PHARMACEUTICALS INC., Form 8-K, filed with the SEC on June 18, 2025 — read the filing on EDGAR.
Each item below shows how the 125 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 3 wordings of this item as funds reported it.
65% Majority: yes · of votes cast
Description as filed by funds: Election of Class II Directors to serve until the 2028 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified, subject to their earlier death, resignation or removal: Karan Takhar
ZENTALIS PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Karan Takhar”): 30,655,734 for, 16,306,929 withheld, per its Form 8-K filed June 18, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 65% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 45 asset managers below reported 5,820,650 for, 3,842,711 withheld, 109,697 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,222,705 | 0 | 0 | 0 | For |
| BlackRock | 1,430,819 | 0 | 0 | 0 | For |
| Fidelity | 0 | 0 | 0 | 1,352,554 | Withhold |
| PRIMECAP Odyssey Funds | 861,400 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 0 | 0 | 729,178 | Withhold |
| Charles Schwab | 0 | 0 | 0 | 490,062 | Withhold |
| TIAA | 0 | 0 | 0 | 472,207 | Withhold |
| Equitable | 92,770 | 0 | 0 | 109,538 | Mixed |
| BRIDGEWAY FUNDS INC | 0 | 0 | 0 | 152,300 | Withhold |
| Invesco | 0 | 0 | 0 | 123,843 | Withhold |
| QUANTITATIVE MASTER SERIES LLC | 95,310 | 0 | 0 | 0 | For |
| Thrivent | 0 | 0 | 0 | 68,827 | Withhold |
| Nationwide | 14,342 | 0 | 0 | 53,278 | Mixed |
| ETF Series Solutions | 0 | 0 | 67,401 | 0 | Abstain |
| Goldman Sachs | 0 | 0 | 0 | 52,534 | Withhold |
| Lincoln Financial | 40,700 | 0 | 0 | 6,070 | Mixed |
| ETFis Series Trust I | 0 | 0 | 0 | 35,939 | Withhold |
| Global X | 0 | 0 | 0 | 34,506 | Withhold |
| Pacific Life | 30,426 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 0 | 29,192 | Withhold |
| Bridge Builder Trust | 25,484 | 0 | 0 | 0 | For |
| John Hancock | 0 | 0 | 23,139 | 0 | Abstain |
| Northern Trust | 0 | 0 | 0 | 22,398 | Withhold |
| Russell Investments | 0 | 0 | 0 | 20,716 | Withhold |
| Voya | 0 | 0 | 0 | 17,282 | Withhold |
Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.
Combines 3 wordings of this item as funds reported it.
78% Majority: yes · of votes cast
Description as filed by funds: Election of Class II Directors to serve until the 2028 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified, subject to their earlier death, resignation or removal: Luke Walker, M.D.
ZENTALIS PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Luke Walker, M.D.”): 36,599,420 for, 10,363,243 withheld, per its Form 8-K filed June 18, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 78% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 45 asset managers below reported 8,440,734 for, 1,225,957 withheld, 106,367 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,222,705 | 0 | 0 | 0 | For |
| BlackRock | 1,430,819 | 0 | 0 | 0 | For |
| Fidelity | 1,183,377 | 0 | 0 | 169,177 | Mixed |
| PRIMECAP Odyssey Funds | 861,400 | 0 | 0 | 0 | For |
| Federated Hermes | 729,178 | 0 | 0 | 0 | For |
| Charles Schwab | 490,062 | 0 | 0 | 0 | For |
| TIAA | 0 | 0 | 0 | 472,207 | Withhold |
| Equitable | 92,770 | 0 | 0 | 109,538 | Mixed |
| BRIDGEWAY FUNDS INC | 0 | 0 | 0 | 152,300 | Withhold |
| Invesco | 123,843 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 95,310 | 0 | 0 | 0 | For |
| Thrivent | 0 | 0 | 0 | 68,827 | Withhold |
| Nationwide | 16,217 | 0 | 0 | 51,403 | Mixed |
| ETF Series Solutions | 0 | 0 | 67,401 | 0 | Abstain |
| Goldman Sachs | 0 | 0 | 0 | 52,534 | Withhold |
| Lincoln Financial | 40,700 | 0 | 0 | 6,070 | Mixed |
| ETFis Series Trust I | 0 | 0 | 0 | 35,939 | Withhold |
| Global X | 34,506 | 0 | 0 | 0 | For |
| Pacific Life | 30,426 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 0 | 29,192 | Withhold |
| Bridge Builder Trust | 25,484 | 0 | 0 | 0 | For |
| John Hancock | 0 | 0 | 23,139 | 0 | Abstain |
| Northern Trust | 22,398 | 0 | 0 | 0 | For |
| Russell Investments | 20,716 | 0 | 0 | 0 | For |
| Voya | 0 | 0 | 0 | 17,282 | Withhold |
Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.
Combines 3 wordings of this item as funds reported it.
92% Majority: yes · of votes cast
Description as filed by funds: Election of Class II Directors to serve until the 2028 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified, subject to their earlier death, resignation or removal: Scott Myers
ZENTALIS PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Scott Myers”): 43,014,172 for, 3,948,491 withheld, per its Form 8-K filed June 18, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 45 asset managers below reported 8,317,009 for, 1,448,534 withheld, 7,515 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,222,705 | 0 | 0 | 0 | For |
| BlackRock | 1,430,819 | 0 | 0 | 0 | For |
| Fidelity | 1,183,377 | 0 | 0 | 169,177 | Mixed |
| PRIMECAP Odyssey Funds | 861,400 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 0 | 0 | 729,178 | Withhold |
| Charles Schwab | 0 | 0 | 0 | 490,062 | Withhold |
| TIAA | 472,207 | 0 | 0 | 0 | For |
| Equitable | 202,308 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 152,300 | 0 | 0 | 0 | For |
| Invesco | 123,843 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 95,310 | 0 | 0 | 0 | For |
| Thrivent | 68,827 | 0 | 0 | 0 | For |
| Nationwide | 67,620 | 0 | 0 | 0 | For |
| ETF Series Solutions | 67,401 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 0 | 0 | 52,534 | Withhold |
| Lincoln Financial | 40,700 | 0 | 0 | 6,070 | Mixed |
| ETFis Series Trust I | 35,939 | 0 | 0 | 0 | For |
| Global X | 34,506 | 0 | 0 | 0 | For |
| Pacific Life | 30,426 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 29,192 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 25,484 | 0 | 0 | 0 | For |
| John Hancock | 23,139 | 0 | 0 | 0 | For |
| Northern Trust | 22,398 | 0 | 0 | 0 | For |
| Russell Investments | 20,716 | 0 | 0 | 0 | For |
| Voya | 17,282 | 0 | 0 | 0 | For |
Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.
Combines 4 wordings of this item as funds reported it.
63% 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”): 29,474,720 for, 17,374,784 against — passed, per its Form 8-K filed June 18, 2025 (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: 63% 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 | 3,222,705 | 0 | 0 | 0 | For |
| BlackRock | 0 | 1,430,819 | 0 | 0 | Against |
| Fidelity | 0 | 1,352,554 | 0 | 0 | Against |
| PRIMECAP Odyssey Funds | 861,400 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 729,178 | 0 | 0 | Against |
| Charles Schwab | 0 | 490,062 | 0 | 0 | Against |
| TIAA | 0 | 472,207 | 0 | 0 | Against |
| Equitable | 0 | 202,308 | 0 | 0 | Against |
| BRIDGEWAY FUNDS INC | 0 | 152,300 | 0 | 0 | Against |
| Invesco | 0 | 123,843 | 0 | 0 | Against |
| QUANTITATIVE MASTER SERIES LLC | 0 | 95,310 | 0 | 0 | Against |
| Thrivent | 0 | 68,827 | 0 | 0 | Against |
| Nationwide | 0 | 67,620 | 0 | 0 | Against |
| ETF Series Solutions | 0 | 67,401 | 0 | 0 | Against |
| Goldman Sachs | 0 | 52,534 | 0 | 0 | Against |
| Lincoln Financial | 40,700 | 6,070 | 0 | 0 | Mixed |
| ETFis Series Trust I | 0 | 35,939 | 0 | 0 | Against |
| Global X | 0 | 34,506 | 0 | 0 | Against |
| Pacific Life | 0 | 30,426 | 0 | 0 | Against |
| AIG/SunAmerica | 0 | 29,192 | 0 | 0 | Against |
| Bridge Builder Trust | 0 | 25,484 | 0 | 0 | Against |
| John Hancock | 0 | 23,139 | 0 | 0 | Against |
| Northern Trust | 22,398 | 0 | 0 | 0 | For |
| Russell Investments | 0 | 20,716 | 0 | 0 | Against |
| Voya | 0 | 17,282 | 0 | 0 | Against |
Fund voting reports, all 45 managers: 4,153,897 for, 5,617,863 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 | 13,959,973 | 0 | 0 | 0 | For |
| Opaleye Management Inc. | 1,910,000 | 0 | 0 | 0 | For |
| BlackRock | 18,511 | 1,751,641 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 1,335,969 | 0 | 0 | Against |
| PRIMECAP MANAGEMENT CO/CA/ | 1,163,520 | 0 | 0 | 0 | For |
| TYBOURNE CAPITAL MANAGEMENT (HK) LTD | 0 | 961,486 | 0 | 0 | Against |
| DE Shaw | 0 | 926,914 | 0 | 0 | Against |
| Federated Hermes | 0 | 759,538 | 0 | 0 | Against |
| State Street | 688,513 | 4,678 | 0 | 0 | For |
| Decheng Capital LLC | 0 | 0 | 0 | 0 | -- |
| Woodline Partners LP | 523,519 | 0 | 0 | 0 | For |
| Nuveen | 0 | 507,527 | 0 | 0 | Against |
| Charles Schwab | 0 | 490,062 | 0 | 0 | Against |
| 5AM Venture Management, LLC | 490,000 | 0 | 0 | 0 | For |
| Connor, Clark & Lunn Investment Management Ltd. | 0 | 330,539 | 0 | 0 | Against |
| AQR | 0 | 315,008 | 0 | 0 | Against |
| Renaissance | 0 | 307,947 | 0 | 0 | Against |
| Two Sigma | 0 | 244,645 | 0 | 0 | Against |
| Northern Trust | 235,839 | 48 | 0 | 0 | For |
| Fidelity | 0 | 179,324 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 0 | 178,566 | 0 | 0 | Against |
| BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0 | 152,300 | 0 | 0 | Against |
| Invesco | 0 | 143,208 | 0 | 0 | Against |
| Maryland State Retirement & Pension System | 0 | 113,203 | 0 | 0 | Against |
| AllianceBernstein | 0 | 109,538 | 0 | 0 | Against |
Institutional-manager reports, all 96 managers: 19,300,781 for, 9,914,681 against, 4,000 not voted, 565,435 unknown. Showing the 25 largest; see all in the interactive database.
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, 2025.
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, 2025”): 58,100,230 for, 10,761 against, per its Form 8-K filed June 18, 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: 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 45 asset managers below reported 9,771,760 for, 1,298 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,222,705 | 0 | 0 | 0 | For |
| BlackRock | 1,430,819 | 0 | 0 | 0 | For |
| Fidelity | 1,352,554 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 861,400 | 0 | 0 | 0 | For |
| Federated Hermes | 729,178 | 0 | 0 | 0 | For |
| Charles Schwab | 490,062 | 0 | 0 | 0 | For |
| TIAA | 472,207 | 0 | 0 | 0 | For |
| Equitable | 202,308 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 152,300 | 0 | 0 | 0 | For |
| Invesco | 123,843 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 95,310 | 0 | 0 | 0 | For |
| Thrivent | 68,827 | 0 | 0 | 0 | For |
| Nationwide | 67,620 | 0 | 0 | 0 | For |
| ETF Series Solutions | 67,401 | 0 | 0 | 0 | For |
| Goldman Sachs | 52,534 | 0 | 0 | 0 | For |
| Lincoln Financial | 46,770 | 0 | 0 | 0 | For |
| ETFis Series Trust I | 35,939 | 0 | 0 | 0 | For |
| Global X | 34,506 | 0 | 0 | 0 | For |
| Pacific Life | 30,426 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 29,192 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 25,484 | 0 | 0 | 0 | For |
| John Hancock | 23,139 | 0 | 0 | 0 | For |
| Northern Trust | 22,398 | 0 | 0 | 0 | For |
| Russell Investments | 20,716 | 0 | 0 | 0 | For |
| Voya | 17,282 | 0 | 0 | 0 | For |
Showing the 25 largest of 45 asset managers. See all 45 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 71,951,934 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 4.48% |
| 2 | BlackRock | 1.99% |
| 3 | Fidelity | 1.88% |
| 4 | PRIMECAP Odyssey Funds | 1.20% |
| 5 | Federated Hermes | 1.01% |
| 6 | Charles Schwab | 0.68% |
| 7 | TIAA | 0.66% |
| 8 | Equitable | 0.28% |
| 9 | BRIDGEWAY FUNDS INC | 0.21% |
| 10 | Invesco | 0.17% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Matrix Capital Management Company, LP | 19.40% |
| 2 | Opaleye Management Inc. | 2.65% |
| 3 | BlackRock | 2.46% |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 1.86% |
| 5 | PRIMECAP MANAGEMENT CO/CA/ | 1.62% |
| 6 | TYBOURNE CAPITAL MANAGEMENT (HK) LTD | 1.34% |
| 7 | DE Shaw | 1.29% |
| 8 | Federated Hermes | 1.06% |
| 9 | State Street | 0.96% |
| 10 | Decheng Capital LLC | 0.79% |
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 | 19.40% | DEF14A |
| WALTERS GROUP | 18.78% | 13G |
| William T. Walters | 9.80% | DEF14A |
| Andrew J. Schwab | 6.72% | 13G |
| Eventide Asset Management, LLC | 6.22% | DEF14A |
| BlackRock | 5.88% | 13F |
| Barclays PLC | 5.34% | 13G |
| Squadron Master Fund LP | 5.11% | 13G |
| Vanguard Group | 4.53% | 13F |
| Millennium Management | 4.27% | 13F |
Percentages above are of 71,951,934 shares outstanding, as reported by ZENTALIS PHARMACEUTICALS INC. on its Form 10-Q dated May 12, 2025 (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.
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 12, 2025. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.
At ZENTALIS PHARMACEUTICALS INC.'s shareholder meeting held June 17, 2025, in the 2024-2025 proxy season, 125 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 730 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 63% 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 18, 2025.
ZENTALIS PHARMACEUTICALS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page).
Download data (CSV): ballot items · votes by manager · column guide.