Xencor Inc.

06/18/2026 | Press release | Distributed by Public on 06/18/2026 14:43

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 16, 2026, Xencor, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders. A total of 63,939,410 shares of the Company's common stock were present or represented by proxy at the meeting, which represents approximately 86.26% of the 74,127,372 shares of the Company's common stock that were outstanding and entitled to vote at the meeting as of the record date of April 17, 2026. Stockholders considered the four proposals outlined below, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026 (the "Proxy Statement").
Proposal 1. Election of Directors
The Company's stockholders elected the nine persons listed below as directors, each to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The final voting results are as follows:
Votes Broker
Votes for Withheld Non-Votes
Dr. Bassil I. Dahiyat 63,181,996 245,396 512,018
Dr. Raymond J. Deshaies 62,317,285 1,110,107 512,018
Dr. Ellen G. Feigal 61,161,533 2,265,857 512,020
Dr. Kevin C. Gorman 61,845,285 1,582,105 512,020
Mr. Kurt A. Gustafson 61,858,936 1,568,455 512,019
Dr. Barbara Klencke 61,134,391 2,293,001 512,018
Dr. A. Bruce Montgomery 61,698,071 1,729,320 512,019
Mr. Richard J. Ranieri 60,377,318 3,050,073 512,019
Mr. Todd E. Simpson 62,010,884 1,416,507 512,019
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm
The Company's stockholders ratified the selection by the Audit Committee of the Board of Directors of KPMG LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:
Broker
Votes for Votes Against Abstentions Non-Votes
63,803,517 121,796 14,097 0
Proposal 3. Approval of the Amendment and Restatement of the Xencor, Inc. 2023 Equity Incentive Plan to Increase the Number of Authorized Shares Available for Issuance thereunder by 4,000,000 Shares
The Company's stockholders approved the amendment and restatement of the Xencor, Inc. 2023 Equity Incentive Plan to increase the number of authorized shares reserved for issuance thereunder by 4,000,000 shares. The final voting results are as follows:
Broker
Votes for Votes Against Abstentions Non-Votes
51,996,737 11,413,881 16,773 512,019
Proposal 4. Advisory Vote on the Compensation of the Company's Named Executive Officers
The Company's stockholders approved, on an advisory (non-binding) basis, the compensation of its named executive officers as disclosed in the Proxy Statement. The final voting results are as follows:
Broker
Votes for Votes Against Abstentions Non-Votes
61,262,574 2,144,049 20,768 512,019
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