NextCure (NASDAQ: NXTC) shareholders back amended 2019 incentive plan and director slate

Q: Which directors were elected at NextCure’s 2026 Annual Meeting?

Shareholders elected Anne Borgman, M.D. , and John G. Houston, Ph.D. as Class I directors. Each will serve a three-year term, expiring at the 2029 Annual Meeting, and continue until earlier death, resignation, or removal from the board.

Q: Was Ernst & Young LLP ratified as NextCure’s auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as NextCure’s independent registered public accounting firm for the fiscal year ending December 31, 2026 , with 2,774,832 votes for, 32,329 against, and 8,813 abstentions and no broker non-votes.

Q: What were the voting results on NextCure’s amended 2019 incentive plan (Proposal 4)?

For Proposal 4, shareholders cast 1,372,691 votes for, 744,709 against, and 255 abstentions, with 698,319 broker non-votes. This vote approved the amended and restated 2019 Omnibus Incentive Plan and its increased share authorization.

Q: How did shareholders vote on NextCure director nominee Anne Borgman, M.D.?

For director nominee Anne Borgman, M.D. , shareholders cast 1,595,507 votes for, 522,009 against, and 139 abstentions, with 698,319 broker non-votes. She was elected as a Class I director for a three-year term.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NextCure, Inc. reported the results of its 2026 Annual Meeting of Stockholders and the approval of changes to its equity incentive plan. Stockholders approved an amendment and restatement of the 2019 Omnibus Incentive Plan, increasing the maximum shares of common stock authorized for issuance under the plan by 80,000 shares and updating the evergreen provision to be based on fully diluted outstanding shares, including prefunded warrants.

Two Class I directors, Anne Borgman, M.D., and John G. Houston, Ph.D., were elected to three-year terms. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 and approved, on an advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 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 5.07 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.

Key Figures

Incentive plan share increase: 80,000 shares Votes for Anne Borgman, M.D.: 1,595,507 votes Votes for John G. Houston, Ph.D.: 1,961,916 votes +3 more

6 metrics

Incentive plan share increase 80,000 shares Additional common shares authorized under A&R 2019 Plan

Votes for Anne Borgman, M.D. 1,595,507 votes Election as Class I director at 2026 Annual Meeting

Votes for John G. Houston, Ph.D. 1,961,916 votes Election as Class I director at 2026 Annual Meeting

Auditor ratification for votes 2,774,832 votes For ratifying Ernst & Young LLP for FY ending Dec. 31, 2026

Say-on-pay for votes 2,109,269 votes Advisory approval of executive compensation

Proposal 4 for votes 1,372,691 votes Approval of amended and restated 2019 Omnibus Incentive Plan

Key Terms

Amended and Restated 2019 Omnibus Incentive Plan, evergreen provision, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Amended and Restated 2019 Omnibus Incentive Plan financial

"The A&R 2019 Plan increases the maximum number of shares of common stock authorized to be issued under the 2019 Plan by 80,000 shares."

evergreen provision financial

"the A&R 2019 Plan also reflects an amendment to the evergreen provision to provide that the annual increase will be determined based on the Company’s outstanding shares"

An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.

broker non-votes financial

"Anne Borgman, M.D. | 1,595,507 | 522,009 | 139 | 698,319"

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

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 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 vote to approve executive compensation financial

"approved, on an advisory basis, the compensation paid to the Company’s named executive officers"

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 08:01 AM Accepted by SEC EDGAR 06/25/2026 - 08:01 AM

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 18, 2026

NextCure, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		001-38905 (Commission File Number)		47-5231247 (IRS Employer Identification No.)


9000 Virginia Manor Road, Suite 200 Beltsville, Maryland		20705
(Address of principal		(Zip Code)
executive offices)

Registrant's telephone number, including area code: (240) 399-4900

(Former name or former address, if changed since last report.)

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:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NXTC	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 18, 2026, the stockholders of NextCure, Inc. (the “Company”) approved the amendment and restatement of the NextCure, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan” and, as amended and restated, the “A&R 2019 Plan”) at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The A&R 2019 Plan was previously approved by the board of directors of the Company (the “Board”) on March 12, 2026, subject to shareholder approval. The A&R 2019 Plan increases the maximum number of shares of common stock authorized to be issued under the 2019 Plan by 80,000 shares. In addition, the A&R 2019 Plan also reflects an amendment to the evergreen provision to provide that the annual increase will be determined based on the Company’s outstanding shares, calculated on a fully diluted basis (including outstanding prefunded warrants).

A more detailed summary of the A&R 2019 Plan appears in the section entitled “Proposal No. 4: Approval of an Amendment and Restatement of the Company’s 2019 Omnibus Incentive Plan to, among Other Items, Increase the Number of Shares Authorized for Issuance Thereunder” of the Company’s definitive proxy statement on Schedule 14A which was filed with the Securities and Exchange Commission on April 24, 2026. The above summary of the A&R 2019 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R 2019 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07Submission of Matters to a Vote of Security Holders

On June 18, 2026, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders: (i) elected two Class I members of the Board, each to serve for a three-year term expiring at the Company’s 2029 Annual Meeting of Stockholders and until such director’s earlier death, resignation, or removal from the Board; (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; and (iv) approved the A&R 2019 Plan to, among other items, increase the number of shares of common stock authorized for issuance thereunder. The results of the voting at the Annual Meeting are shown below.

Proposal No. 1: Election of Class I Directors


Nominee	For	Against	Abstain	Broker Non-Votes
Anne Borgman, M.D.	1,595,507	522,009	139	698,319
John G. Houston, PH.D.	1,961,916	155,737	2	698,319

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026


For		Against		Abstain		Broker Non-Votes
	2,774,832		32,329		8,813		-

Proposal No. 3: Advisory Vote to Approve Executive Compensation

0
For		Against		Abstain		Broker Non-Votes
	2,109,269		8,127		259		698,319

Proposal No. 4: Approval of an Amendment and Restatement of the Company’s 2019 Omnibus Incentive Plan to, among other items, Increase the Number of Shares of Common Stock Authorized for Issuance Thereunder

0
For		Against		Abstain		Broker Non-Votes
	1,372,691		744,709		255		698,319

Item 9.01Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description
10.1		NextCure, Inc. Amended and Restated 2019 Omnibus Incentive Plan
104		Cover Page Interactive Data File (formatted as inline XBRL)

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.

November
Dated: June 25, 2026	NEXTCURE, INC.

	By:	/s/ Steven P. Cobourn
	Name:	Steven P. Cobourn
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did NextCure (NXTC) shareholders approve regarding the 2019 Omnibus Incentive Plan?

Shareholders approved an amended and restated 2019 Omnibus Incentive Plan, increasing the maximum number of common shares authorized for issuance by 80,000 shares. The plan’s evergreen provision was also revised to reference fully diluted outstanding shares, including prefunded warrants, when determining annual increases.

Which directors were elected at NextCure’s 2026 Annual Meeting?

Shareholders elected Anne Borgman, M.D., and John G. Houston, Ph.D. as Class I directors. Each will serve a three-year term, expiring at the 2029 Annual Meeting, and continue until earlier death, resignation, or removal from the board.

How did NextCure (NXTC) shareholders vote on the say-on-pay proposal in 2026?

For the advisory vote on executive compensation, shareholders cast 2,109,269 votes for, 8,127 against, and 259 abstentions, with 698,319 broker non-votes. This reflects shareholder approval of compensation for the named executive officers.

Was Ernst & Young LLP ratified as NextCure’s auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as NextCure’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 2,774,832 votes for, 32,329 against, and 8,813 abstentions and no broker non-votes.

What were the voting results on NextCure’s amended 2019 incentive plan (Proposal 4)?

For Proposal 4, shareholders cast 1,372,691 votes for, 744,709 against, and 255 abstentions, with 698,319 broker non-votes. This vote approved the amended and restated 2019 Omnibus Incentive Plan and its increased share authorization.

How did shareholders vote on NextCure director nominee Anne Borgman, M.D.?

For director nominee Anne Borgman, M.D., shareholders cast 1,595,507 votes for, 522,009 against, and 139 abstentions, with 698,319 broker non-votes. She was elected as a Class I director for a three-year term.

What change was made to the evergreen provision in NextCure’s A&R 2019 Plan?

The evergreen provision was amended so the annual increase in available shares is determined based on the company’s outstanding shares calculated on a fully diluted basis, including outstanding prefunded warrants, rather than a different prior basis.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 332.0 KB