DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant  Filed by a party other than the Registrant 

Check the appropriate box:


	Preliminary Proxy Statement

	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

	Definitive Proxy Statement

	Definitive Additional Materials

	Soliciting Material Pursuant to §240.14a-12

Syndax Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):


	No fee required.

	Fee paid previously with preliminary materials.

	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 2, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Syndax Pharmaceuticals, Inc. (“Syndax”) The meeting will be held on May 15, 2024 at 8:30 a.m. EDT. The Annual Meeting will be held in a virtual meeting format only. You can attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.meetnow.global/MXMW4XJ. You will not be able to attend the meeting in person.

Details regarding admission to the Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement.

The agenda for the Annual Meeting includes the election of three (3) Class II directors, each to serve a three-year term, an advisory vote on the compensation paid to Syndax’s named executive officers, and the ratification of the appointment of Deloitte & Touche LLP as Syndax’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Under Securities and Exchange Commission rules, Syndax is providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. Accordingly, you can access the proxy materials and vote your shares in advance of the Annual Meeting at www.investorvote.com/SNDX. Instructions for accessing the proxy materials and voting are described in the attached proxy statement and in the Notice Regarding Availability of Proxy Materials that you received. Your vote is very important. Whether or not you plan to attend the Annual Meeting, please carefully review the proxy statement and then cast your vote, regardless of the number of shares you hold. If you are a stockholder of record, you may vote over the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet in advance of the Annual Meeting or by telephone or proxy card will not affect your right to vote during the Annual Meeting if you decide to attend the Annual Meeting. If your shares are held in street name (held for your account by a broker, bank or other agent), you will receive instructions from your broker, bank or other agent explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet in advance of the Annual Meeting if your voting instruction form from your broker, bank or other agent includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

We hope that you will join us on May 15, 2024. Your continuing interest in Syndax is very much appreciated.

Sincerely,

Michael A. Metzger

Chief Executive Officer

You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting virtually, please vote by telephone or through the Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. If you participate virtually in the Annual Meeting, you may vote at that time, even if you previously submitted your vote. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent's name and account.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS



Time	8:30 a.m., Eastern Daylight Time

Date	Wednesday, May 15, 2024

Virtual Meeting	The Annual Meeting will be a virtual meeting through which you can listen to the meeting, submit questions and vote online. You may access the Annual Meeting by visiting www.meetnow.global/MXMW4XJ and entering the control number (included in the Notice Regarding the Availability of Proxy Materials mailed to you). Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

Purpose	(1) To elect the Board of Directors’ nominees, Martin H. Huber, M.D., Jennifer Jarrett and William Meury, as Class II members of the Board of Directors, to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. (2) To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. (3) To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. (4) To transact any other business that may properly come before the meeting or any adjournment or postponement thereof. These items of business are more fully described in the proxy statement accompanying this notice.

Record Date	The Board of Directors has fixed the close of business on March 20, 2024 as the record date for determining stockholders entitled to notice of and to vote at the meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder of record for purposes germane to the Annual Meeting for a period of ten (10) days prior to the Annual Meeting. Please contact the Secretary of the Company to make arrangements to inspect the list. In addition, during the Annual Meeting, that list of stockholders will be available for examination by any stockholder of record at www.meetnow.global/MXMW4XJ.

By order of the Board of Directors,

Luke J. Albrecht

General Counsel & Secretary

Waltham, Massachusetts

April 2, 2024

TABLE OF CONTENTS



		Page
GENERAL INFORMATION		1
PROPOSAL 1 — ELECTION OF DIRECTORS		7
General		7
Vote Required		7
Our Recommendation		7
Information About Our Board of Directors		8
INFORMATION ABOUT OUR BOARD OF DIRECTORS
EXECUTIVE OFFICERS		11
THE BOARD OF DIRECTORS AND ITS COMMITTEES		12
Board Independence		12
Board Meetings and Attendance		13
Board Committees		13

SEC Form DEF 14A filed by Syndax Pharmaceuticals Inc.