CytomX doubles authorized common shares to 600M

CytomX Therapeutics, Inc. held its 2026 Annual Meeting of Stockholders, where stockholders approved several governance and equity-related proposals.

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.

Insights

Equity & corporate governance analyst

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.

8-K Event Classification

4 items: 5.02, 5.03, 5.07, 9.01

4 items

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, or exhibit attachments filed with this report.

Key Figures

Authorized common stock after amendment: 600,000,000 shares Authorized common stock before amendment: 300,000,000 shares Additional 2015 Plan shares: 6,500,000 shares +5 more

8 metrics

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

Key Terms

Amended and Restated 2015 Equity Incentive Plan, Amended and Restated Employee Stock Purchase Plan, Certificate of Amendment, broker non-votes, +2 more

6 terms

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 04:52 PM EDT Learn about SEC filing dates

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

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 77.8 KB
• EX-10.2 EX-10.2 42.2 KB

Other Documents

• EX-3.1 EX-3.1 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB