DIANTHUS THERAPEUTICS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect as Class III directors to our Board of Directors, to serve until the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal: Alison F. Lawton

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“Elect Director: Alison F. Lawton”): 22,223,336 for, 808,605 withheld, per its Form 8-K filed May 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 14 asset managers below reported 3,294,510 for, 20,453 withheld.

Description as filed by funds: To elect as Class III directors to our Board of Directors, to serve until the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal: Leon O. Moulder, Jr.

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“Elect Director: Leon O. Moulder, Jr.”): 23,029,035 for, 2,906 withheld, per its Form 8-K filed May 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 14 asset managers below reported 3,314,931 for, 32 withheld.

Description as filed by funds: To elect three Class II director nominees named in the accompanying proxy statement/prospectus to Magenta's board of directors, to serve until Magenta's 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal: Anne McGeorge

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“Elect Director: Anne McGeorge”): 26,112,478 for, 10,242,265 withheld, per its Form 8-K filed September 8, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 72% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 2,170,556 for, 345,324 withheld.

Description as filed by funds: To elect three Class II director nominees named in the accompanying proxy statement/prospectus to Magenta's board of directors, to serve until Magenta's 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal: David T. Scadden, M.D.

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“Elect Director: David T. Scadden, M.D.”): 25,857,456 for, 10,497,287 withheld, per its Form 8-K filed September 8, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 71% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 2,170,556 for, 345,324 withheld.

Description as filed by funds: To elect three Class II director nominees named in the accompanying proxy statement/prospectus to Magenta's board of directors, to serve until Magenta's 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal: Jeffrey W. Albers

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“Elect Director: Jeffrey W. Albers”): 26,075,496 for, 10,279,247 withheld, per its Form 8-K filed September 8, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 72% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 2,170,556 for, 345,324 withheld.

Description as filed by funds: To approve (i) the issuance of shares of common stock of Magenta, which will represent more than 20% of the shares of Magenta common stock outstanding immediately prior to the merger, to stockholders of Dianthus, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, and (ii) the change of control of Magenta resulting from the merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively;

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“1. To approve (i) the issuance of shares of common stock of Magenta, which will represent more than 20% of the shares of Magenta common stock outstanding immediately prior to the merger, to stockholders of Dianthus, purs”): 30,057,145 for, 6,278,556 against — passed, per its Form 8-K filed September 8, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1: To approve (i) the issuance of shares of common stock of Magenta, which will represent more than 20% of the shares of Magenta common stock outstanding immediately prior to the merger, to stockholders of Dianthus, pursuant to the terms of the Merger Agreement, a copy of which is attached…”
Support: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“20% of the shares of Magenta common stock outstanding”).

The 10 asset managers below reported 2,515,880 for.

Description as filed by funds: To approve an amendment to Magenta's charter to provide for the exculpation of officers, in the form attached as Annex H to the accompanying proxy statement/prospectus;

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“3. To approve an amendment to Magenta's charter to provide for the exculpation of officers”): 29,977,561 for, 3,396,922 against — failed, per its Form 8-K filed September 8, 2023 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “This proposal was not approved by the requisite vote of the Company's stockholders.”
Not approved: the filing states that this item needed more than a majority of the votes cast.
Support: 90% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 2,488,511 for, 27,369 against.

Description as filed by funds: To approve an amendment to the amended and restated certificate of incorporation of Magenta ("Magenta's charter") to effect a reverse stock split of Magenta's issued and outstanding common stock at a ratio in the range between 1:10 to 1:18, inclusive, with the final ratio and effectiveness of such amendment and the abandonment of such amendment to be mutually agreed by the Magenta board of directors and the Dianthus board of directors prior to the effective time or, if the Proposal No. 1 is not approved by Magenta stockholders, determined solely by the Magenta board of directors, in the form attached as Annex G to the accompanying proxy statement/prospectus;

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“2. To approve an amendment to the amended and restated certificate of incorporation of Magenta ("Magenta's charter") to effect a reverse stock split of Magenta's issued and outstanding common stock at a ratio in the rang”): 47,421,038 for, 3,890,484 against — passed, per its Form 8-K filed September 8, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the requisite vote of the Company's stockholders.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 2,515,880 for.

Description as filed by funds: To approve an adjournment of the Magenta special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Stock Issuance Proposal and/or the Reverse Stock Split Proposal; and

The 6 asset managers below reported 2,318,124 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To approve an adjournment of the Magenta special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 and/or Proposal No. 2.

The 4 asset managers below reported 197,756 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To approve an amendment and restatement of the Amended and Restated Dianthus Therapeutics, Inc. Stock Option and Incentive Plan; and

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“4. Amendment and Restatement of the Amended and Restated Dianthus Therapeutics, Inc. Stock Option and Incentive Plan”): 17,543,311 for, 5,485,582 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4 - Amendment and Restatement of the Amended and Restated Dianthus Therapeutics, Inc. Stock Option and Incentive Plan The Company's stockholders approved an amendment and restatement of the Amended and Restated Dianthus Therapeutics, Inc. Stock Option and Incentive Plan (the "Amended Plan"…”
Support: 76% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 14 asset managers below reported 3,314,963 against.

Description as filed by funds: To approve, on an advisory basis, the compensation paid to our named executive officers;

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“2. Advisory Vote on Executive Compensation”): 22,996,759 for, 26,822 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 - Advisory Vote on Executive Compensation The Company's stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 14 managers: 3,314,963 for.

Institutional-manager reports, all 61 managers: 16,315,963 for, 52 not voted, 132,268 1 year. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: To recommend, by an advisory, non-binding vote, the frequency of future advisory votes to approve the compensation paid to our named executive officers;

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 14 managers: 3,309,058 1 year, 5,905 3 year.

Institutional-manager reports, all 56 managers: 343 for, 52 not voted, 10,584,213 1 year, 6,558 3 year. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: To ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“5. Ratification of Appointment of Independent Registered Public Accounting Firm”): 24,062,418 for, 3,400 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm The Company's stockholders ratified the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 14 asset managers below reported 3,314,963 for.

Description as filed by funds: To ratify the selection of KPMG LLP as Magenta's independent registered public accounting firm for the fiscal year ending December 31, 2023, provided that Deloitte & Touche LLP is expected to be appointed for that fiscal year if the merger is completed;

DIANTHUS THERAPEUTICS INC.’s own tally for this item (“5. To ratify the selection of KPMG LLP as Magenta's independent registered public accounting firm for the fiscal year ending December 31, 2023, provided that Deloitte & Touche LLP is expected to be appointed for that fis”): 52,739,952 for, 213,344 against — passed, per its Form 8-K filed September 8, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the requisite vote of the Company's stockholders.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 2,515,880 for.