Xencor Inc. 8-K Filing Summary
Business Context and Reporting Period
This Form 8-K reports on the results of Xencor, Inc.'s 2026 Annual Meeting of Stockholders held on June 16, 2026. The filing details the voting outcomes for four 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
As of the record date (April 17, 2026), 74,127,372 shares were outstanding. Approximately 86.26% of these shares were present or represented by proxy at the meeting. All four proposals were approved by the stockholders:
- Proposal 1 (Election of Directors): Nine directors were elected to serve until the 2027 Annual Meeting. All nominees received significant majority support, with the lowest "For" vote count being 60,377,318 for Mr. Richard J. Ranieri.
- Proposal 2 (Ratification of Auditors): Stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes For: 63,803,517; Votes Against: 121,796.
- Proposal 3 (Equity Incentive Plan Amendment): Stockholders approved an amendment to the 2023 Equity Incentive Plan to increase the number of authorized shares available for issuance by 4,000,000 shares. Votes For: 51,996,737; Votes Against: 11,413,881.
- Proposal 4 (Say-on-Pay): Stockholders approved, on an advisory basis, the compensation of the Named Executive Officers. Votes For: 61,262,574; Votes Against: 2,144,049.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, specific risks, contingencies, or unusual items. The document is limited to the reporting of the annual meeting results.
Key Facts for Investor Verification
- Verify the impact of the 4,000,000 share increase in the Equity Incentive Plan on potential future dilution.
- Review the definitive Proxy Statement filed on April 27, 2026, for detailed biographies of the newly elected directors and executive compensation specifics.
- Confirm the high level of shareholder engagement, with 86.26% of outstanding shares represented at the meeting.
- Note that the ratification of KPMG LLP covers the fiscal year ending December 31, 2026.