Form 8-K Xencor Inc For: Jun 16
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 16, 2026
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(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
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 o
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. o
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 | |||||||||||||||||
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.
Date: June 18, 2026 | XENCOR, INC. | |||||||
| By: | /s/ Celia Eckert | |||||||
| Celia Eckert | ||||||||
| General Counsel & Corporate Secretary | ||||||||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT