Ventyx Biosciences, Inc. 8-K

What Happened Ventyx Biosciences, Inc. announced it entered a Merger Agreement with Eli Lilly and Company (Parent) and RYLS Merger Corporation (Merger Sub) on January 7, 2026. Under the agreement, Merger Sub will merge into Ventyx, leaving Ventyx as a wholly owned subsidiary of Eli Lilly if the Merger closes. Ventyx held a virtual special meeting of stockholders on March 3, 2026 (record date January 21, 2026) where shareholders voted to adopt the Merger Agreement and approved, on a non-binding advisory basis, the executive compensation arrangements related to the Merger.

Key Details

• Record date: January 21, 2026; total outstanding common shares: 71,760,778.
• Shares represented at the special meeting: 45,810,746.
• Proposal 1 (adopt Merger Agreement): 44,176,785 FOR, 1,572,592 AGAINST, 61,369 ABSTAIN — Proposal 1 approved.
• Proposal 2 (advisory approval of named executive officer compensation): 43,789,693 FOR, 1,838,898 AGAINST, 182,155 ABSTAIN — Proposal 2 approved.
• Proposal 3 (adjournment if necessary) was rendered moot and not presented.

Why It Matters Shareholder approval of the Merger Agreement is a major procedural milestone that allows the transaction with Eli Lilly to proceed toward closing under the terms of the agreement. If completed, Ventyx will become a wholly owned subsidiary of Eli Lilly, which is material for investors because it changes the company’s ownership and public status. The advisory approval of executive compensation signals shareholder support for the deal-related pay arrangements, but it is non-binding. The 8-K reports the vote results and meeting details; it does not disclose additional financial terms or closing conditions in this filing.