8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): June 04, 2025

    

VENTYX BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40928	83-2996852
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12790 El Camino Real Suite 200
San Diego, California		92130
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 760 407-6511

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	VTYX	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

We held our Annual Meeting of Stockholders (“Annual Meeting”) on June 4, 2025. Of the 71,161,201 shares of our common stock outstanding as of April 10, 2025, 49,690,361 shares of common stock were represented, either by attending the virtual annual meeting or by proxy, constituting, of the shares entitled to vote, approximately 70% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

Election of Two Class I Directors. 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:


Nominee	For	Withhold	Broker Non-Votes
Somasundaram Subramaniam, M.B.A.	17,175,776	14,517,133	17,997,451
Sheila Gujrathi, M.D.	29,409,104	2,283,805	17,997,451

Advisory Vote on Executive Compensation. 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.


For	Against	Abstain	Broker Non-Votes
20,421,575	10,900,876	370,458	17,997,451

Ratification of Appointment of Independent Registered Public Accounting Firm. 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:


For	Against	Abstain	Broker Non-Votes
47,804,128	1,580,619	305,614	—


			VENTYX BIOSCIENCES, INC.

Date:	June 10, 2025	By:	/s/ Raju Mohan
			Raju Mohan, Ph.D. Chief Executive Officer and Director (Principal Executive Officer)