Xencor Inc. 8-K Filing Summary
Business Context and Reporting Period
This Form 8-K reports the results of the 2020 Annual Meeting of Stockholders held by Xencor Inc. on June 25, 2020. The meeting addressed three proposals regarding corporate governance and executive compensation.
Key Financial Metrics
This filing is a current report regarding stockholder voting results and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Voting Results
A total of 54,693,722 shares were present or represented by proxy, representing approximately 95.95% of the 57,001,671 shares outstanding as of the record date. The following proposals were voted upon:
- Proposal 1: Election of Directors - Stockholders elected eight directors to serve until the 2021 Annual Meeting. Voting results varied by candidate:
- Dr. Bassil I. Dahiyat: 46,967,560 votes for; 23,825 withheld.
- Dr. Ellen G. Feigal: 46,942,317 votes for; 49,068 withheld.
- Dr. Kevin C. Gorman: 46,940,617 votes for; 50,768 withheld.
- Mr. Kurt A. Gustafson: 41,434,461 votes for; 5,556,924 withheld.
- Mr. Yujiro S. Hata: 46,928,654 votes for; 62,731 withheld.
- Dr. A. Bruce Montgomery: 46,927,949 votes for; 63,436 withheld.
- Mr. Richard J. Ranieri: 46,788,721 votes for; 202,664 withheld.
- Ms. Dagmar Rosa-Bjorkeson: 46,896,472 votes for; 94,913 withheld.
- 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, 2020.
- Votes For: 54,637,402
- Votes Against: 33,128
- Abstention: 23,192
- Proposal 3: Advisory Vote on Executive Compensation - Stockholders approved, on a non-binding basis, the compensation of the Named Executive Officers.
- Votes For: 46,583,958
- Votes Against: 364,600
- Abstention: 42,827
Guidance, Outlook, and Risks
This filing does not contain management commentary, financial guidance, outlook, or discussions of risks and contingencies. It strictly reports the outcomes of the stockholder vote.
Key Facts for Investor Verification
- Verify the specific reasons for the higher number of withheld votes for Mr. Kurt A. Gustafson compared to other director nominees.
- Confirm the details of the executive compensation package approved in Proposal 3 by reviewing the definitive proxy statement filed on April 29, 2020.
- Note that the independent auditor for the 2020 fiscal year is RSM US LLP.
- Recognize that this document contains no financial performance data; refer to the most recent 10-K or 10-Q for financial metrics.