Xencor Inc. 8-K Filing Summary
Business Context and Reporting Period
This Form 8-K reports on the results of Xencor Inc.'s 2024 Annual Meeting of Stockholders held on June 13, 2024. The filing details the voting outcomes for three proposals presented to shareholders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting results.
Material Changes and Voting Results
Approximately 92.30% of outstanding shares (56,900,675 shares) were present or represented by proxy. The following proposals were voted upon:
- Proposal 1: Election of Directors - All eight nominees were elected to serve until the 2025 Annual Meeting. Voting results included:
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Dr. Bassil I. Dahiyat | 52,851,099 | 980,085 | 3,069,491 |
| Dr. Ellen G. Feigal | 52,651,579 | 1,179,605 | 3,069,491 |
| Dr. Kevin C. Gorman | 52,811,300 | 1,019,884 | 3,069,491 |
| Mr. Kurt A. Gustafson | 52,776,934 | 1,054,250 | 3,069,491 |
| Dr. Barbara Klencke | 52,879,522 | 951,662 | 3,069,491 |
| Dr. A. Bruce Montgomery | 52,781,693 | 1,049,491 | 3,069,491 |
| Mr. Richard J. Ranieri | 52,399,635 | 1,431,549 | 3,069,491 |
| Ms. Dagmar Rosa-Bjorkeson | 49,221,575 | 4,609,609 | 3,069,491 |
- Proposal 2: Ratification of Independent Auditor - Stockholders ratified the selection of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. Results: 55,715,854 votes for, 1,014,136 against, and 170,685 abstentions.
- Proposal 3: Advisory Vote on Executive Compensation - Stockholders approved the compensation of named executive officers on a non-binding basis. Results: 51,566,320 votes for, 2,218,676 against, and 46,609 abstentions.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, specific risks, or contingencies beyond the standard disclosure of voting results.
Key Facts for Investor Verification
- Verify the total number of shares outstanding (61,647,493) and the record date (April 15, 2024) to confirm the 92.30% participation rate.
- Review the definitive proxy statement filed on April 24, 2024, for detailed biographies of the elected directors and the specific compensation metrics approved in Proposal 3.
- Confirm the engagement terms and scope of work for the newly ratified auditor, RSM US LLP, for the 2024 fiscal year.