SNDX Syndax Pharmaceuticals Inc
Price Chart
Executive Summary
Syndax Pharmaceuticals filed DEFA14A definitive additional proxy materials urging shareholders to vote FOR Proposal No. 4 (2026 Equity Incentive Plan) at the June 10, 2026 annual meeting. The filing rebuts ISS's against recommendation by correcting the share count for the 5,060,185 shares canceled upon the 2015 Plan's expiration, reducing total potential basic dilution from ISS's 35.51% to 27.93%. The plan requests 7.2 million new shares with investor-friendly features (no evergreen, no repricing, clawback policy, 12-year modeled capacity).
Actionable Insight
The vote on Proposal No. 4 is the key catalyst — ISS opposition creates uncertainty but the company's corrected dilution figures and below-benchmark burn rate may sway institutional holders. Monitor ISS vote analytics and Glass Lewis support for pass/fail signal ahead of June 10 meeting. If the plan fails, Syndax would lack equity grant capacity for talent retention during commercial buildout.
Key Facts
- Annual meeting scheduled June 10, 2026; board unanimously recommends FOR all proposals, specifically Proposal No. 4 (2026 Equity Incentive Plan)
- ISS recommended against Proposal No. 4; Glass Lewis recommended FOR
- 2026 Plan requests 7,200,000 new shares; replaces expired 2015 Plan
- 5,060,185 shares canceled upon 2015 Plan expiration in March 2026
- Total potential basic dilution revised to 27.93% (vs ISS's 35.51% using pre-cancellation figures)
- 3-year value-adjusted burn rate of ~4.44% is below ISS's 6.23% benchmark for Russell 3000/GICS 3520 companies
- Plan includes no evergreen, no repricing, clawback policy, no single-trigger change-in-control vesting, annual director compensation cap of $1,000,000 ($1,500,000 for first-year/chair)
- 88,595,948 shares outstanding as of April 21, 2026 record date
Financial Impact
7,200,000 new shares requested, representing 8.13% basic dilution; total potential basic dilution 27.93% including unvested/exercised grants; SVT of new shares valued at $113,472,000
Risk Factors
- Plan may fail if ISS-influenced institutional holders vote against, leaving Syndax without equity compensation capacity
- 27.93% total potential dilution is still elevated and may concern governance-focused investors
- Commercial-stage execution risk with two recently approved products (Revuforj late 2024, Niktimvo early 2025) requires significant hiring
Market Snapshot
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001193125-26-256557 |
| Document: 0001193125-26-256557-index-headers.html | 0001193125-26-256557 |
| Document: 0001193125-26-256557-index.html | 0001193125-26-256557 |
| Document: 0001193125-26-256557.txt | 0001193125-26-256557 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 4, 2026
today
|
Press Release
| $18.02 awaiting T+20 | awaiting T+20 | — | $17.33 (−3.83%) |
|
Jun 4, 2026
1d ago
|
DEFA14A
| $18.70 awaiting T+20 | awaiting T+20 | — | $17.33 (−7.33%) |
|
Jun 4, 2026
1d ago
|
8-K
| — | awaiting T+20 | — | — |
|
Apr 30, 2026
5w ago
|
DEFA14A
| $19.11 $18.85 | ▼ −1.36% | ▼ −6.64% | $17.33 (−9.31%) |
|
Apr 24, 2026
6w ago
|
Press Release
| $21.39 $19.77 | ▼ −7.57% | ▼ −11.60% | $17.33 (−18.98%) |
US Market Status
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