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

Board changes and stock plan vote at Xilio Therapeutics (NASDAQ: XLO)

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

Rhea-AI Filing Summary

Xilio Therapeutics, Inc. reported governance and compensation updates from its 2026 annual stockholder meeting. To rebalance its staggered board, Daniel Curran, M.D. resigned as a Class II director immediately after being re-elected and was reappointed as a Class III director with no changes to his compensation.

Stockholders elected four Class II directors—Akintunde Bello, Ph.D., Dr. Curran, Robert Ross, M.D., and Yuan Xu, Ph.D.—to terms expiring at the 2029 annual meeting. They also ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

In addition, stockholders approved an amendment to the 2021 Stock Incentive Plan so that shares underlying outstanding prefunded warrants are included with outstanding common stock when calculating the plan’s annual evergreen increase, potentially affecting future equity award capacity.

Positive

  • None.

Negative

  • None.
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.
Election votes for Akintunde Bello 3,652,015 votes for Class II director election at 2026 annual meeting
Election votes for Daniel Curran 3,709,598 votes for Class II director election at 2026 annual meeting
Election votes for Robert Ross 3,719,795 votes for Class II director election at 2026 annual meeting
Election votes for Yuan Xu 3,716,549 votes for Class II director election at 2026 annual meeting
Auditor ratification votes for 5,047,290 votes for Ratification of Ernst & Young LLP for fiscal year 2026
Plan amendment votes for 3,424,710 votes for Approval of Amended and Restated 2021 Stock Incentive Plan
prefunded warrants financial
"the number of shares of common stock underlying the Company's outstanding prefunded warrants shall be added"
Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.
evergreen increase financial
"for purposes of calculating the annual evergreen increase"
independent registered public accounting firm financial
"ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm"
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.
broker non-votes regulatory
"Votes For ... Votes 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.
Class II directors regulatory
"stockholders elected Akintunde Bello, Ph.D., Daniel Curran, M.D., Robert Ross, M.D. and Yuan Xu, Ph.D., as Class II directors"
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Understanding 8-K Material Events →
false000184023300018402332026-06-102026-06-10

 

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 10, 2026

 

 

Xilio Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

 

 

Delaware

001-40925

85-1623397

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

 

 

828 Winter Street, Suite 300

Waltham, Massachusetts

02451

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (857) 524-2466

 

Not applicable

(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 (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))

 

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 $0.0001 per share

XLO

Nasdaq Capital 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.

 

In order to achieve a more equal balance of director membership among the three classes of the board of directors (the “Board”) of Xilio Therapeutics, Inc. (the “Company”) in accordance with the Company’s Restated Certificate of Incorporation, as amended, following his re-election as a Class II director at the Company’s 2026 annual meeting of stockholders on June 10, 2026 (the “2026 Annual Meeting”), Daniel Curran, M.D., tendered his resignation from his position as a Class II director to the Board, contingent upon his re-appointment as a Class III director. The Board accepted such resignation and immediately re-appointed him as a Class III director. Following the rebalancing, the Board consists of three directors in each of Classes I, II and III. There were no changes to any of Dr. Curran’s compensation arrangements with the Company and there is no compensation due to Dr. Curran as a result of his resignation from the Board and his appointment to the Board as a Class III Director.

 

Additionally, at the 2026 Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Xilio Therapeutics, Inc. 2021 Stock Incentive Plan (the “Amended and Restated 2021 Plan”), which had previously been adopted by the Board subject to stockholder approval. The description of the Amended and Restated 2021 Plan contained on pages 10 to 20 of the Company’s Proxy Statement for the 2026 Annual Meeting, filed with the Securities and Exchange Commission on April 28, 2026, is incorporated herein by reference. A complete copy of the Amended and Restated 2021 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

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

 

On June 10, 2026, the Company held the 2026 Annual Meeting. The following is a summary of the matters voted on at that meeting and the results of the votes on such matters.

 

1.
The Company’s stockholders elected Akintunde Bello, Ph.D., Daniel Curran, M.D., Robert Ross, M.D. and Yuan Xu, Ph.D., as Class II directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class II directors were as follows:

 

 

 

 

 

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Akintunde Bello, Ph.D.

3,652,015

 

130,437

 

1,279,671

Daniel Curran, M.D.

3,709,598

 

72,854

 

1,279,671

Robert Ross, M.D.

3,719,795

 

62,657

 

1,279,671

Yuan Xu, Ph.D.

3,716,549

 

65,903

 

1,279,671

 

As a result of the Board rebalancing discussed under Item 5.02 above, Dr. Curran was subsequently appointed as a Class III director, to serve for a term expiring at the 2027 annual meeting of stockholders and until his successor has been duly elected and qualified.

 

2.
The Company's stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders' vote with respect to such ratification were as follows:

 

 

 

 

 

Votes For

 

Votes Against

 

Votes Abstaining

5,047,290

 

11,876

 

2,957

 

3.
The Company's stockholders approved the Amended and Restated 2021 Plan to provide that the number of shares of common stock underlying the Company's outstanding prefunded warrants shall be added to the number of shares of outstanding common stock for purposes of calculating the annual evergreen increase. The results of the stockholders' vote with respect to such approval were as follows:

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Votes Abstaining

 

Broker Non-Votes

3,424,710

 

355,015

 

2,727

 

1,279,671

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

Exhibit No.

Description

99.1

Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule DEF 14A filed with the SEC on April 28, 2026)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

XILIO THERAPEUTICS, INC.

Date: June 12, 2026

By:

/s/ Christopher Frankenfield

Christopher Frankenfield

Chief Financial and Operating Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What board changes did Xilio Therapeutics (XLO) report from the 2026 annual meeting?

Xilio Therapeutics rebalanced its staggered board. Daniel Curran, M.D. moved from Class II to Class III after re-election, keeping his compensation unchanged while maintaining three directors in each board class.

Which directors were elected at Xilio Therapeutics’ 2026 annual meeting?

Stockholders elected Akintunde Bello, Ph.D., Daniel Curran, M.D., Robert Ross, M.D., and Yuan Xu, Ph.D. as Class II directors, each for a three-year term expiring at the 2029 annual meeting of stockholders.

Which auditor did Xilio Therapeutics (XLO) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as Xilio Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 5,047,290 votes for, 11,876 against, and 2,957 abstaining.

What change was approved to Xilio Therapeutics’ 2021 Stock Incentive Plan?

Stockholders approved an amendment and restatement of the 2021 Stock Incentive Plan to add shares underlying outstanding prefunded warrants to outstanding common stock when calculating the plan’s annual evergreen increase for future share pool adjustments.

How did Xilio Therapeutics (XLO) stockholders vote on the amended 2021 plan?

The amended and restated 2021 Stock Incentive Plan was approved with 3,424,710 votes for, 355,015 against, 2,727 abstentions, and 1,279,671 broker non-votes at the 2026 annual meeting.

Did Daniel Curran, M.D. receive extra compensation for changing board class at Xilio?

No. The filing states there were no changes to any of Daniel Curran, M.D.’s compensation arrangements and no compensation due specifically because of his resignation as a Class II director and appointment as a Class III director.

Filing Exhibits & Attachments

1 document

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