Syndax Pharmaceuticals Inc 8-K

What Happened

• Syndax Pharmaceuticals, Inc. filed an 8-K on June 10, 2026 reporting results from its 2026 Annual Meeting. Stockholders approved the company’s 2026 Equity Incentive Plan (the “2026 Plan”) and the 2026 Employee Stock Purchase Plan (the “2026 ESPP”), both effective June 10, 2026. The company also reported final voting results for director elections, its advisory “say-on-pay” vote, and auditor ratification.
• The 2026 Plan reserves 7,200,000 shares of common stock (plus shares recycled from certain outstanding awards under the prior 2015 Plan) for new equity awards. The 2015 Omnibus Incentive Plan expired March 6, 2026 and no further awards will be granted under it. The 2026 ESPP replaces the 2015 ESPP and includes a Section 423 (U.S.-qualified) component and a non-423 component to permit participation by foreign employees.

Key Details

• 2026 Plan: effective June 10, 2026; 7,200,000 shares reserved + share recycling from certain Outstanding Awards under the 2015 Plan.
• 2015 Plan expired March 6, 2026; any shares from Existing Awards that terminate without share delivery will become available under the 2026 Plan.
• 2026 ESPP: effective June 10, 2026; includes a Section 423 plan for eligible U.S. employees and a non-423 component to accommodate foreign/overseas participation; shares from the 2015 ESPP will not roll over.
• Annual Meeting vote totals (selected):
  • Election — Pierre Legault: For 37,294,888; Withheld 21,467,975; Broker non-votes 8,034,588.
  • Election — Michael A. Metzger: For 58,113,110; Withheld 649,753; Broker non-votes 8,034,588.
  • Advisory vote on executive compensation: For 55,688,039; Against 2,985,350; Abstain 89,474; Broker non-votes 8,034,588.
  • Approval of 2026 Plan: For 33,333,263; Against 25,392,051; Abstain 37,549; Broker non-votes 8,034,588.
  • Approval of 2026 ESPP: For 58,661,941; Against 74,047; Abstain 26,875; Broker non-votes 8,034,588.
• The full texts of the 2026 Plan and 2026 ESPP are filed as Exhibits 10.1 and 10.2 to the 8-K. The filing is signed by CEO Michael A. Metzger.

Why It Matters

• For investors, the 2026 Plan creates a defined pool of equity (7.2M shares plus recycled shares) available for stock options, RSUs, performance awards and other stock-based compensation, which can increase potential dilution over time as awards vest and are settled. The prior 2015 Plan is no longer a source of new awards.
• The 2026 ESPP refresh supports employee stock purchase opportunities (including a tax-advantaged Section 423 component for U.S. employees), which can help with employee retention and alignment but may also add modest dilution depending on participation.
• Voting results show strong support for the ESPP and the company’s management slate and “say-on-pay,” while the 2026 Plan approval had a relatively closer margin (roughly 33.3M for vs. 25.4M against), a detail some investors may watch as an indicator of shareholder sentiment on equity compensation.