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Denali Therapeutics Inc.
Fiscal Year 2024
Proxy Statement and Annual Report
DENALI THERAPEUTICS INC.
Dear Stockholder:
I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the    Annual
Meeting   ) of Denali Therapeutics Inc. (   Denali   ), which will be held virtually via live webcast on June 3,
2025 at 10:00 a.m. Pacific Time. You can attend the virtual Annual Meeting via the Internet at
www.virtualshareholdermeeting.com/DNLI2025, where you will be able to vote and submit questions
electronically during the Annual Meeting.
The attached Notice of Annual Meeting of Stockholders and proxy statement contain details of the
business to be conducted at the Annual Meeting.
Whether or not you attend the virtual Annual Meeting, it is important that your shares be
represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via
the Internet, by phone or by mail. If you decide to attend the virtual Annual Meeting, you will be able to
vote electronically, even if you have previously submitted your proxy.
On behalf of the board of directors, I would like to express our appreciation for your interest in
Denali.
Sincerely,
Ryan J. Watts, Ph.D.
President and Chief Executive Officer
[This page intentionally left blank]
DENALI THERAPEUTICS INC.
161 Oyster Point Blvd.
South San Francisco, California 94080
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Time and Date
June 3, 2025 at 10:00 a.m. Pacific Time
Place
The Annual Meeting will be a completely virtual meeting of stockholders to be
conducted via live webcast. You will be able to attend the virtual Annual Meeting by
accessing www.virtualshareholdermeeting.com/DNLI2025. You will need the 16digit control number found on your Notice of Internet Availability, your proxy card or
on the instructions that accompany your proxy materials to participate in the Annual
Meeting and vote your shares electronically.
Items of Business
Record Date

To elect three directors from the nominees described in this proxy statement.

To ratify the selection of Ernst & Young LLP as our independent registered
public accounting firm for fiscal year ending December 31, 2025.

To approve, on an advisory basis, executive compensation.

To transact other business that may properly come before the Annual
Meeting.
April 9, 2025 (the    Record Date   ). Only stockholders of record at the close of
business on the Record Date are entitled to receive notice of, and to vote at, the
Annual Meeting.
On or about April 17, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy
Materials (the "Notice") containing instructions on how to access our proxy statement for our annual
meeting and our annual report to stockholders, which will be available on our website at https://
denalitherapeutics.com/investors in the SEC Filings section of our Investor & Media Relations web page.
The Notice, our proxy statement and annual report to stockholders can also be accessed directly at the
following website: www.proxyvote.com.
Your Vote Is Important. Whether or not you plan to attend the virtual Annual Meeting, we
encourage you to submit your vote via the Internet, telephone or mail as soon as possible to
ensure your shares are represented. For additional instructions for each of these voting options,
please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the
Annual Meeting and to vote your shares at the Annual Meeting. Our proxy statement contains
further information regarding voting rights and the matters to be voted upon.
By order of the board of directors,
Ryan J. Watts, Ph.D.
President, Chief Executive Officer and Director
South San Francisco, California
April 17, 2025
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DNLI Shareholder/Stockholder Letter Transcript:

Denali Therapeutics Inc.
Fiscal Year 2024
Proxy Statement and Annual Report


DENALI THERAPEUTICS INC.
Dear Stockholder:
I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the    Annual
Meeting   ) of Denali Therapeutics Inc. (   Denali   ), which will be held virtually via live webcast on June 3,
2025 at 10:00 a.m. Pacific Time. You can attend the virtual Annual Meeting via the Internet at
www.virtualshareholdermeeting.com/DNLI2025, where you will be able to vote and submit questions
electronically during the Annual Meeting.
The attached Notice of Annual Meeting of Stockholders and proxy statement contain details of the
business to be conducted at the Annual Meeting.
Whether or not you attend the virtual Annual Meeting, it is important that your shares be
represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via
the Internet, by phone or by mail. If you decide to attend the virtual Annual Meeting, you will be able to
vote electronically, even if you have previously submitted your proxy.
On behalf of the board of directors, I would like to express our appreciation for your interest in
Denali.
Sincerely,
Ryan J. Watts, Ph.D.
President and Chief Executive Officer

[This page intentionally left blank]

DENALI THERAPEUTICS INC.
161 Oyster Point Blvd.
South San Francisco, California 94080
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Time and Date
June 3, 2025 at 10:00 a.m. Pacific Time
Place
The Annual Meeting will be a completely virtual meeting of stockholders to be
conducted via live webcast. You will be able to attend the virtual Annual Meeting by
accessing www.virtualshareholdermeeting.com/DNLI2025. You will need the 16digit control number found on your Notice of Internet Availability, your proxy card or
on the instructions that accompany your proxy materials to participate in the Annual
Meeting and vote your shares electronically.
Items of Business
Record Date

To elect three directors from the nominees described in this proxy statement.

To ratify the selection of Ernst & Young LLP as our independent registered
public accounting firm for fiscal year ending December 31, 2025.

To approve, on an advisory basis, executive compensation.

To transact other business that may properly come before the Annual
Meeting.
April 9, 2025 (the    Record Date   ). Only stockholders of record at the close of
business on the Record Date are entitled to receive notice of, and to vote at, the
Annual Meeting.
On or about April 17, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy
Materials (the "Notice") containing instructions on how to access our proxy statement for our annual
meeting and our annual report to stockholders, which will be available on our website at https://
denalitherapeutics.com/investors in the SEC Filings section of our Investor & Media Relations web page.
The Notice, our proxy statement and annual report to stockholders can also be accessed directly at the
following website: www.proxyvote.com.
Your Vote Is Important. Whether or not you plan to attend the virtual Annual Meeting, we
encourage you to submit your vote via the Internet, telephone or mail as soon as possible to
ensure your shares are represented. For additional instructions for each of these voting options,
please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the
Annual Meeting and to vote your shares at the Annual Meeting. Our proxy statement contains
further information regarding voting rights and the matters to be voted upon.
By order of the board of directors,
Ryan J. Watts, Ph.D.
President, Chief Executive Officer and Director
South San Francisco, California
April 17, 2025



shareholder letter icon 4/17/2025 Letter Continued (Full PDF)
 

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