MacroGenics (MGNX) investors back board slate and expand 2023 equity plan

Rhea-AI Filing Summary

MacroGenics, Inc. reported results from its 2026 Annual Meeting of Stockholders. A total of 36,744,013 common shares were present or represented by proxy, about 58% of the 63,560,068 shares outstanding and entitled to vote as of March 27, 2026.

Stockholders elected all four Class I director nominees to new three‑year terms and ratified Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026. Stockholders also approved, on an advisory basis, the compensation of the named executive officers.

In addition, stockholders approved an amendment to the 2023 Equity Incentive Plan to increase the number of common shares available for issuance by 1,250,000, expanding the pool available for future equity-based awards.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares outstanding: 63,560,068 shares Shares represented at meeting: 36,744,013 shares Equity plan share increase: 1,250,000 shares +4 more

7 metrics

Shares outstanding 63,560,068 shares Common stock outstanding and entitled to vote as of March 27, 2026

Shares represented at meeting 36,744,013 shares Shares present or represented by proxy at 2026 annual meeting (~58%)

Equity plan share increase 1,250,000 shares Additional common shares available under 2023 Equity Incentive Plan

Auditor ratification votes for 36,689,683 votes Votes in favor of Ernst & Young LLP for fiscal year 2026

Say-on-pay votes for 26,624,952 votes Advisory approval of named executive officer compensation

Equity plan amendment votes for 25,600,112 votes Approval of amendment to 2023 Equity Incentive Plan

Director example votes for 27,174,501 votes Votes for nominee Eric Risser as Class I director

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, equity incentive plan

4 terms

broker non-votes financial

"Nominees | For | Withheld | Broker Non-Votes"

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.

independent registered public accounting firm financial

"Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2026."

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.

advisory basis financial

"To approve, on an advisory basis, the compensation of the Company's named executive officers"

equity incentive plan financial

"MacroGenics, Inc. 2023 Equity Incentive Plan (the "2023 Plan")"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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Understanding 8-K Material Events →

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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):  May 19, 2026

MACROGENICS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-36112

06-1591613

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer  Identification No.)

9704 Medical Center Drive

Rockville,

Maryland

20850

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code:  (301) 251-5172

Not applicable 

(Former Name or Former Address, if Changed Since Last Report)

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, par value $0.01 per share			MGNX			Nasdaq Global Select Market

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 (see General Instruction A.2. below):

☐ 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))

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 5.07 Submission of Matters to a Vote of Security Holders.

MacroGenics, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders on May 19, 2026. A total of 36,744,013 shares of the Company's common stock were present or represented by proxy at the meeting, which represented approximately 58% of the Company's 63,560,068 shares of common stock that were outstanding and entitled to vote at the meeting as of the record date of March 27, 2026. Stockholders considered the four proposals outlined below, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026 (the "Proxy Statement").

Proposal 1. The election of four nominees to serve as Class I directors, each for a term of three years. All director nominees were elected. The voting results were as follows:

Nominees						For						Withheld						Broker Non-Votes
Scott Koenig, M.D., Ph.D.						26,353,906						992,399						9,397,708
Federica O'Brien						26,467,370						878,935						9,397,708
Eric Risser						27,174,501						171,804						9,397,708

Proposal 2. The ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2026. Proposal 2 was approved. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
36,689,683						40,552						13,778						—

Proposal 3. To approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement. Stockholders approved the compensation of the Company's named executive officers. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
26,624,952						526,125						195,228						9,397,708

Proposal 4. To approve an amendment to the MacroGenics, Inc. 2023 Equity Incentive Plan (the "2023 Plan") to increase the number of shares of our common stock available for issuance thereunder by 1,250,000 shares. Stockholders approved the amendment to the 2023 Plan. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
25,600,112						1,671,102						75,091						9,397,708

SIGNATURE

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 hereunto duly authorized.

			MACROGENICS, INC.
Date: May 20, 2026			By: Name: Title:			/s/ Jeffrey Peters Jeffrey Peters Senior Vice President, General Counsel and Corporate Secretary

FAQ

What was the shareholder turnout at MacroGenics (MGNX) 2026 annual meeting?

MacroGenics reported that 36,744,013 common shares were present or represented by proxy, representing approximately 58% of the 63,560,068 shares outstanding and entitled to vote as of the March 27, 2026 record date.

Which proposals were approved at MacroGenics (MGNX) 2026 annual stockholder meeting?

Stockholders elected all Class I director nominees, ratified Ernst & Young LLP as independent registered public accounting firm for 2026, approved executive compensation on an advisory basis, and approved an amendment increasing shares available under the 2023 Equity Incentive Plan by 1,250,000.

How did MacroGenics (MGNX) shareholders vote on the 2023 Equity Incentive Plan amendment?

The amendment to the 2023 Equity Incentive Plan passed with 25,600,112 votes for, 1,671,102 against, 75,091 abstentions, and 9,397,708 broker non‑votes. It increases the common shares available for issuance under the plan by 1,250,000 shares.

Did MacroGenics (MGNX) shareholders approve executive compensation at the 2026 meeting?

Yes. On an advisory basis, 26,624,952 votes supported the compensation of the named executive officers, with 526,125 against, 195,228 abstentions, and 9,397,708 broker non‑votes, indicating stockholder approval of the disclosed executive pay program.

Who is MacroGenics’ (MGNX) independent auditor for fiscal year 2026?

Stockholders ratified Ernst & Young LLP as MacroGenics’ independent registered public accounting firm for fiscal year 2026, with 36,689,683 votes for, 40,552 against, and 13,778 abstentions, and no broker non‑votes reported on this proposal.

Were MacroGenics (MGNX) director nominees elected at the 2026 annual meeting?

All Class I director nominees were elected for three‑year terms. For example, Scott Koenig received 26,353,906 votes for and 992,399 withheld, while each nominee also had 9,397,708 broker non‑votes recorded on the director election proposal.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB