Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2018



Denali Therapeutics Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-38311   46-3872213

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

151 Oyster Point Blvd., 2nd Floor

South San Francisco, California 94080

(Address of principal executive offices, including zip code)

(650) 866-8548

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last reports)



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))

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.

On June 13, 2018, Denali Therapeutics Inc. (the “Company”) held its annual meeting of stockholders. Of the 94,441,782 shares of common stock outstanding as of April 18, 2018, the record date for the meeting, 52,534,211 shares of common stock were represented at the meeting in person or by proxy, constituting 55.63% of the outstanding common stock entitled to vote. The matters voted upon at the meeting and the vote with respect to each such matter are set forth below:


  (1) Election of three Class I directors to hold office until the 2021 annual meeting of stockholders. Each of the following nominees was elected to serve as a Class I director, to hold office until the Company’s 2021 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified or his or her earlier resignation or removal.









Broker  Non-Votes

Douglas Cole, M.D.

   48,735,405    2,142,814    1,655,992

Jay Flatley

   48,726,590    2,151,629    1,655,992

Marc Tessier-Lavigne, Ph.D.

   47,868,568    3,009,651    1,655,992


  (2) The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified based on the following results of voting:








Broker Non-Votes

52,494,996    10,829    28,386    0


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: June 15, 2018


 /s/ Steve E. Krognes


Steve E. Krognes

Chief Financial Officer