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  4. [8-K] CytomX Therapeutics, Inc. Reports Material Event

[8-K] CytomX Therapeutics, Inc. Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CytomX Therapeutics, Inc. held its 2026 Annual Meeting of Stockholders, where stockholders approved several governance and equity-related proposals. The company later filed a charter amendment to reflect these changes.

Stockholders approved an amendment to the Amended and Restated 2015 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 6,500,000 shares, and an amendment to the Amended and Restated Employee Stock Purchase Plan to increase shares authorized thereunder by 1,000,000 shares. Both amendments were previously adopted by the board and became effective upon stockholder approval.

Stockholders also approved a charter amendment increasing the authorized number of shares of common stock from 300,000,000 to 600,000,000 shares. All management proposals, including the election of two Class II directors, ratification of Ernst & Young LLP as auditor, executive compensation on an advisory basis, and holding future say-on-pay votes every year, received sufficient support, with broker non-votes recorded where applicable.

Positive

  • None.

Negative

  • None.

Insights

CytomX doubled authorized common stock and expanded equity plan share pools, setting up capacity for future issuances.

CytomX obtained stockholder approval to increase its authorized common stock from 300,000,000 to 600,000,000 shares and expanded its Amended and Restated 2015 Equity Incentive Plan by 6,500,000 shares and its Employee Stock Purchase Plan by 1,000,000 shares. These actions increase flexibility to grant equity awards and potentially raise capital through future share issuances.

As of the April 20, 2026 record date, 217,702,919 shares of common stock were outstanding, and 183,604,084 shares were represented at the meeting. Actual impact on existing holders will depend on how quickly and to what extent the company uses the expanded authorization and plan capacity, which is not specified in this excerpt.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common stock after amendment 600,000,000 shares Authorized common stock per charter amendment
Authorized common stock before amendment 300,000,000 shares Prior authorized common stock level
Additional 2015 Plan shares 6,500,000 shares Increase in 2015 Equity Incentive Plan share pool
Additional ESPP shares 1,000,000 shares Increase in Employee Stock Purchase Plan share pool
Shares outstanding 217,702,919 shares Common stock outstanding as of April 20, 2026 record date
Shares represented at meeting 183,604,084 shares Common stock voted online or by proxy at Annual Meeting
Votes for share increase proposal 178,362,995 for / 4,771,689 against Charter amendment to increase authorized common shares
Votes for auditor ratification 182,976,052 for / 382,681 against Ratification of Ernst & Young LLP for fiscal year ending Dec. 31, 2026
Amended and Restated 2015 Equity Incentive Plan financial
"an amendment to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”)"
Amended and Restated Employee Stock Purchase Plan financial
"an amendment (the “ESPP Amendment”) to the Company’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”)"
Certificate of Amendment regulatory
"filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
broker non-votes financial
"BROKER NON-VOTES 147,079,951 ... 34,599,122"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding, advisory basis regulatory
"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
independent registered public accounting firm financial
"ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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Understanding 8-K Material Events →
false 0001501989 --12-31 0001501989 2026-06-17 2026-06-17
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

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 17, 2026

 

 

CytomX Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-37587   27-3521219
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

151 Oyster Point Blvd, Suite 400

South San Francisco, California

   94080
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 650-515-3185

Former Name or Former Address, if Changed Since Last Report: N/A

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.00001 par value per share   CTMX   Nasdaq Global Select Market

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 ☐

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. ☐

 

 
 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2026, stockholders of CytomX Therapeutics, Inc. (the “Company”) approved at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) an amendment (the “2015 Plan Amendment”) to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) and an amendment (the “ESPP Amendment”) to the Company’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”).

The 2015 Plan Amendment amends the 2015 Plan to increase the number of shares authorized for issuance thereunder by 6,500,000 shares. The 2015 Plan Amendment was adopted by the Company’s board of directors (the “Board”) in March 2026 and became effective on the date of stockholder approval.

The terms of the 2015 Plan Amendment are described in the section entitled “Proposal 4: Approval of the Amendment to our Amended and Restated 2015 Equity Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (the “Proxy Statement”).

The ESPP Amendment amends the ESPP to increase the number of shares authorized for issuance thereunder by 1,000,000 shares. The ESPP Amendment was adopted by the Board in March 2026 and became effective on the date of stockholder approval.

The terms of the ESPP Amendment are described in the section entitled “Proposal 5: Approval of the Amendment to our Amended and Restated Employee Stock Purchase Plan” in the Proxy Statement.

The foregoing descriptions of the 2015 Plan Amendment and the ESPP Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text thereof. Copies of the 2015 Plan and the ESPP, as amended to reflect the 2015 Plan Amendment and the ESPP Amendment, respectively, are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 22, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 300,000,000 to 600,000,000 shares (the “Charter Amendment”). The Charter Amendment was approved by the Company’s stockholders at the Annual Meeting on June 17, 2026.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text thereof, which is filed as Exhibit 3.1 and incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 17, 2026. On April 20, 2026, the record date for the Annual Meeting, there were 217,702,919 shares of the Company’s common stock outstanding, with each such share being entitled to one vote.

At the Annual Meeting, 183,604,084 shares of the Company’s common stock were voted online or by proxy for the seven proposals set forth below, each of which is described in the Proxy Statement.

Proposal 1. The Company’s stockholders elected the Class II director nominees below to the Board to hold office until the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or the earlier of their death, resignation or removal.

 

NOMINEE

    FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

Matthew P. Young

      146,742,827        2,062,471        199,664        34,599,122  

Elaine V. Jones Ph.D.

      131,377,301        17,428,951        198,710        34,599,122  

Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.

 

FOR

  

AGAINST

  

ABSTAIN

182,976,052   382,681   245,351

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3. The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 shares to 600,000,000 shares.

 

FOR

  

AGAINST

  

ABSTAIN

178,362,995   4,771,689   469,400

Proposal 4. The Company’s stockholders approved an amendment to the 2015 Plan, as described in the Proxy Statement.

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER
NON-VOTES

147,079,951   1,745,001   180,010   34,599,122

Proposal 5. The Company’s stockholders approved an amendment to the Company’s Amended and Restated Employee Stock Purchase Plan, as described in the Proxy Statement.

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER
NON-VOTES

147,375,197   1,468,576   161,189   34,599,122

Proposal 6. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, pursuant to the compensation disclosure rules of the SEC.

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER
NON-VOTES

147,127,715   1,722,679   154,568   34,599,122

Proposal 7. The non-binding, advisory vote regarding the frequency of future advisory votes by stockholders on the compensation of the Company’s named executive officers:

 

1 YEAR

  

2 YEARS

  

3 YEARS

  

ABSTAIN

  

BROKER
NON-VOTES

145,004,404   1,298,607   2,352,377   349,574   34,599,122

Based upon the results set forth in Proposal 7 above, the Company currently intends to hold an advisory vote on the compensation of its named executive officers every year.

No other items were presented for stockholder approval at the Annual Meeting.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.		   

Description

3.1    Certificate of Amendment to Amended and Restated Certificate of Incorporation
10.1    Amended and Restated CytomX Therapeutics, Inc. 2015 Equity Incentive Plan
10.2    Amended and Restated CytomX Therapeutics, Inc. Employee Stock Purchase Plan
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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 thereunto duly authorized.

 

    CYTOMX THERAPEUTICS, INC.
Date: June 22, 2026     By:  

/s/ Christopher W. Ogden

      Christopher W. Ogden
      SVP, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did CytomX Therapeutics (CTMX) stockholders approve at the 2026 Annual Meeting?

Stockholders approved all seven proposals, including director elections, auditor ratification, a charter amendment doubling authorized common shares, and amendments to the 2015 Equity Incentive Plan and Employee Stock Purchase Plan to increase available shares for equity compensation and employee purchases.

How many additional shares did CytomX authorize for its 2015 Equity Incentive Plan?

The amendment to CytomX’s Amended and Restated 2015 Equity Incentive Plan increased shares authorized for issuance by 6,500,000 shares. This expansion supports future equity awards to employees, directors, and other service providers as described in the company’s proxy statement for the 2026 Annual Meeting.

How did CytomX change its overall authorized common stock in this 8-K?

CytomX increased its authorized common stock from 300,000,000 shares to 600,000,000 shares through a charter amendment. Stockholders approved this change at the 2026 Annual Meeting, and the company filed the Certificate of Amendment with the Delaware Secretary of State on June 22, 2026.

What changes were made to CytomX’s Employee Stock Purchase Plan (ESPP)?

Stockholders approved an amendment to CytomX’s Amended and Restated Employee Stock Purchase Plan, increasing the number of shares authorized for issuance by 1,000,000 shares. This allows more employee participation in share purchases under the ESPP as outlined in the 2026 proxy statement.

What were the key voting results for CytomX’s charter share increase proposal?

For the charter amendment increasing authorized common stock to 600,000,000 shares, CytomX stockholders cast 178,362,995 votes for, 4,771,689 votes against, and 469,400 abstentions. These results show clear approval of the expanded share authorization at the 2026 Annual Meeting.

How often will CytomX hold advisory votes on executive compensation going forward?

Based on the frequency vote, CytomX currently intends to hold an advisory vote on named executive officer compensation every year. In the vote, the one-year option received 145,004,404 votes, with fewer votes cast for two-year and three-year alternatives and some abstentions.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

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