UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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~~August 176, 2025

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ZENTALIS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

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Delaware

001-39263

82-3607803

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10275 Science Center Drive, Suite 200

San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(858) 263-4333

(Registrant’s telephone number, include area code)

N/A

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

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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, $0.001 par value per share	ZNTL	The Nasdaq Global 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 52.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~June~~August 176, 2025, Zentalis Pharmaceuticals, Inc. (the “Company”) ~~held~~announced its ~~2025~~financial ~~Annual~~results ~~Meeting~~for ~~of Stockholders (~~the ~~“Annual~~quarter ~~Meeting”).~~ended AtJune ~~the Annual Meeting~~30, ~~a total of 58~~2025,~~212,103~~ ~~shares~~and ofcommented ~~common~~on ~~stock~~certain ~~were~~business ~~present online or represented by proxy at the meeting, representing approximately 80~~updates.9% ofThe ~~the~~full ~~Company’s~~text ~~outstanding common stock as~~ of the ~~April~~press ~~21,~~release ~~2025~~issued ~~record~~in ~~date.~~connection ~~The~~with ~~following are~~ the ~~voting~~announcement ~~results~~is ~~for~~furnished ~~the~~as ~~proposals~~Exhibit ~~considered~~99.1 ~~and~~to ~~voted~~this ~~upon~~Current atReport ~~the~~on ~~Annual~~Form ~~Meeting,~~8-K ~~all~~(this of"Current ~~which~~Report") ~~were described in the Company’s definitive proxy statement filed with the Securities~~ and ~~Exchange~~is ~~Commission~~incorporated onherein ~~April~~by ~~30, 2025, as amended on May 23, 2025~~reference.

Item 17.01 —Regulation ~~Election~~FD of three Class II directors to serve until the 2028 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified, subject to their earlier death, resignation or removalDisclosure.

NOMINEE	Votes FOR	Votes WITHHELD	Broker Non-Votes
Scott Myers	43,014,172	3,948,491	11,249,440
Karan Takhar	30,655,734	16,306,929	11,249,440
Luke Walker, M.D.	36,599,420	10,363,243	11,249,440

Beginning August 6, 2025, spokespersons of the Company plan to present the information in the Corporate Presentation furnished as Exhibit 99.2 to this Current Report and incorporated herein by reference at conferences and in meetings with investors and analysts.

~~Item~~The information in Items 2.02 —and ~~Ratification~~7.01 of ~~the~~this ~~appointment~~Current Report (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of ~~Ernst~~Section &18 ~~Young~~of ~~LLP~~the Securities Exchange Act of 1934, as amended (the ~~Company’s~~“Exchange ~~independent~~Act”), ~~registered~~or ~~public~~otherwise ~~accounting~~subject ~~firm~~to ~~for~~the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the ~~fiscal~~Exchange ~~year~~Act ~~ending~~or ~~December~~the 31Securities Act of 1933, ~~2025~~as amended, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.

Votes FOR						Votes AGAINST						Votes ABSTAINED						Broker Non-Votes
58,100,230						10,761						101,112						0

Item 9.01 Financial Statements and Exhibits.

~~Item 3 — Approval, on an advisory~~ (~~non-binding~~d) ~~basis,~~Exhibits ~~the compensation of the Company’s named executive officers.~~

Votes FOR						Votes AGAINST						Votes ABSTAINED						Broker Non-Votes
29,474,720						17,374,784						113,159						11,249,440

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Based on the foregoing votes, Scott Myers, Karan Takhar and Luke Walker, M.D., were elected as Class II Directors and Items 2 and 3 were approved.



Exhibit No.						Description

99.1						Press Release issued on August 6, 2025
99.2						Corporate Presentation dated August 2025
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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.

ZENTALIS PHARMACEUTICALS, INC.

Date: June 18, 2025

By:

/s/ Julie Eastland

Date: August 6, 2025

By:

/s/ Julie Eastland

Julie Eastland

President and Chief Executive Officer

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