Xencor Inc. 8-K Summary: Annual Meeting Results
Business Context and Reporting Period
Xencor Inc. (XNCR) filed this Form 8-K on June 26, 2019, to report the results of its 2019 Annual Meeting of Stockholders. The meeting was held on June 26, 2019, with 51,882,210 shares present or represented by proxy, representing approximately 92.07% of the 56,352,379 shares outstanding as of the April 29, 2019 record date.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial statements. The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
Stockholders voted on three proposals. The results were as follows:
- Proposal 1: Election of Directors - Seven directors were elected to serve until the 2020 Annual Meeting.
- Dr. Kevin C. Gorman: 48,932,739 votes for.
- Dr. Bassil I. Dahiyat: 49,038,595 votes for.
- Mr. Kurt Gustafson: 34,503,110 votes for (14,561,482 votes withheld).
- Mr. Yujiro Hata: 48,932,839 votes for.
- Dr. A. Bruce Montgomery: 48,927,158 votes for.
- Mr. Richard Ranieri: 48,960,334 votes for.
- Dr. Ellen Feigal: 49,042,096 votes for.
- Proposal 2: Ratification of Independent Auditor - Stockholders ratified the selection of RSM U.S., LLP.
- Votes For: 51,827,821
- Votes Against: 42,452
- Abstention: 11,937
- Proposal 3: Advisory Vote on Executive Compensation - Stockholders approved the compensation of named executive officers.
- Votes For: 48,715,645
- Votes Against: 335,069
- Abstention: 13,878
Guidance, Outlook, and Risks
The filing text does not provide guidance, outlook, management commentary on operations, risks, contingencies, or unusual items. The report is limited to the submission of matters to a vote of security holders.
Key Facts for Investor Verification
- Verify the significant number of votes withheld for director Mr. Kurt Gustafson (approx. 28% of votes cast on that proposal) compared to other directors.
- Confirm the total number of shares outstanding (56,352,379) and the high participation rate (92.07%) at the annual meeting.
- Note that RSM U.S., LLP was ratified as the independent auditor for the fiscal year ending December 31, 2019.
- Review the definitive proxy statement filed on April 30, 2019, for detailed background on the director nominees and executive compensation.